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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
22 April 2024
Pinewood Technologies Group PLC ("Pinewood" or the "Company")
Result of General Meeting
The Board of Pinewood is pleased to announce that at the general meeting of the Company held earlier today (the "General Meeting") to consider resolutions to approve the Special Dividend, the Share Consolidation and certain related matters, each of the resolutions were duly passed.
Resolutions 1 and 2 were passed as ordinary resolutions and resolutions 3, 4 and 5 were passed as special resolutions. Full details of the resolutions are set out in Pinewood's explanatory circular to shareholders, dated 5 April 2024 (the "Circular").
The table below sets out the results of the polls at the General Meeting, including the number of votes for and against the resolutions, and the number of votes withheld:
Resolution | Votes for | % of votes cast | Votes against | % of votes cast | Total votes* | % of issued share capital voted | Votes withheld | |
1. | To approve the Special Dividend and the Share Consolidation | 950,108,999
| 100.00%
| 28,200
| 0.00%
| 950,137,199
| 54.53%
| 0
|
2. | To authorise the directors to allot shares in the Company | 949,488,938
| 99.93%
| 648,261
| 0.07%
| 950,137,199
| 54.53%
| 0
|
3. | To authorise the directors to disapply rights of pre-emption when allotting shares in connection with a pre-emptive offer | 920,634,558
| 96.90%
| 29,487,641
| 3.10%
| 950,122,199
| 54.53%
| 15,000
|
4. | To authorise the directors to disapply rights of pre-emption when allotting shares in connection with an acquisition or specified capital investment | 920,793,901
| 96.92%
| 29,288,530
| 3.08%
| 950,082,431
| 54.53%
| 54,768
|
5. | To authorise the Company to make market purchases of its shares | 948,611,645
| 100.00%
| 25,054
| 0.00%
| 948,636,699
| 54.45%
| 1,500,500
|
*Please note the total votes do not include the votes withheld.
At the voting record time the Company had 1,742,312,440 ordinary shares in issue. The voting rights attached to the ordinary shares are on the basis of one vote per share, representing total voting rights of 1,742,312,440. There are no shares held in treasury.
As part of the Share Consolidation, the Existing Ordinary Shares will be consolidated such that Shareholders will receive 1 New Ordinary Share in substitution for every 20 Existing Ordinary Shares held. Accordingly, it is expected that 87,115,622 ordinary shares of £1.00 each in the capital of the Company will be admitted to trading and dealings will commence on the London Stock Exchange at 8:00 a.m. tomorrow.
In accordance with Listing Rule 9.6.2, the full text of the resolutions passed at the General Meeting has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The results will also be made available for viewing on Pinewood's website at https://investor.pinewoodtech.com/.
Capitalised terms used but not otherwise defined in this announcement have the same meaning given to them in the Circular.
Enquiries:
Jefferies International Limited (Financial Adviser and Joint Corporate Broker) | +44 (0) 20 7029 8000 |
Philip Noblet | |
Thomas Bective | |
Jordan Cameron | |
Headland Consultancy (PR & Communications) | +44 (0) 20 3805 4822 |
Henry Wallers | |
Jack Gault |
IMPORTANT NOTICE
Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely for the Company, and for no-one else, as broker in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the content of this announcement or any other matters described in this announcement. To the fullest extent permitted by law, neither Jefferies nor any of its affiliates assumes any responsibility whatsoever for or makes any representation or warranty express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf and nothing contained in this announcement is, or shall be, relied upon as a promise or representation in this respect whether as to the past, present or future, in connection with the Company, the Group, or the matters referred to in this announcement. Jefferies and its affiliates accordingly disclaims to the fullest extent permitted by law all and any duty, responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement or otherwise.
This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities in any jurisdiction.
This announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this announcement has been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.