Result of Meeting and Completion of Acquisition

RNS Number : 5839T

Levrett PLC

13 October 2017

 

Levrett plc

GM Results and Completion of Acquisition of Nuformix Limited

13 October 2017

The board of Levrett plc ("Levrett" or "the Company") is pleased to announce the results of the general meeting of the Company held today in connection with (amongst other matters):

·      the proposed acquisition of the entire issued share capital of Nuformix Limited ("Nuformix") for a total consideration of £12,000,000 to be settled through the issuance of new ordinary shares in the Company at a price of 4 pence per share ("Consideration Shares") (the "Acquisition"), subject to Shareholders' approval and re-admission to listing of its enlarged share capital to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market ("Re-admission"); and

·      a placing, under which the Company will issue 57,500,000 Placing Shares at 4p per share ("Placing Shares"), to raise £2.3 million, conditional, inter alia, upon Re-Admission (the "Placing").

At the general meeting of the Company, the resolutions proposed in connection with the Acquisition, the Placing and other matters, as set out in the prospectus to shareholders dated 15 September 2017 (the "Prospectus"), were duly passed on a show of hands in respect of Resolution 1, 2, 4, 5 and 6 and by way of a poll in respect of Resolution 3 as follows:

·      Resolution 1 - to approve the Acquisition (as defined in the Prospectus);

·      Resolution 2 - to authorise the directors to allot relevant equity securities up to an aggregate nominal amount of £519,250.00;

·      Resolution 3 - to approve the waiver of any obligation which might otherwise arise under Rule 9 of UK City Code on Takeovers and Mergers;

·      Resolution 4 - to approve the issue of the Options, Whitman Howard Warrants, Shakespeare Martineau Warrants and Existing Director Warrants (each as defined in the Prospectus);

·      Resolution 5 - to change the name of the Company to Nuformix plc on completion of the Acquisition and the Placing (as defined in the Prospectus); and

·      Resolution 6 - to disapply statutory pre-emption rights in respect of the issue and allotment of Ordinary Shares (as defined in the Prospectus) pursuant to (a) the New Ordinary Shares, Consideration Shares, Success Fee Shares, Convertible Loan Note Shares and Whitman Howard Fee Shares and (b) valid exercise of the Options and (c) valid exercise of the Whitman Howard Warrants, Shakespeare Martineau Warrants, Convertible Loan Note Warrants and Existing Director Warrants and (d) in addition, up to a further 46,075,000 Ordinary Shares.

Following the issue of the New Ordinary Shares, Consideration Shares, Success Fee Shares and Whitman Howard Fee Shares, the capital of the Company consists of 460,750,000 ordinary shares of 0.1 pence each, none of which are held in treasury. The total number of voting rights in the Company is, therefore, 460,750,000. 

Application will shortly be made for the enlarged share capital to be admitted to the Official List and to trading on the main market of the London Stock Exchange. It is expected that admission will become effective and that trading will commence on 16 October 2017.

On Re-Admission, each of Dan Gooding, David Tapolczay, Joanne Holland and Kirk Siderman-Wolter will be appointed as directors of the Company and Pascal Hughes and Anthony Reeves will step down as directors of the Company.

The number of proxy votes received in relation to Resolution 1 were as follows:

Votes	Resolution 1
For	46,911,330 (100%)
Against	0 (0%)
Discretion of chairman	0 (0%)
Discretion of third party	0 (0%)
Withheld	0

The number of proxy votes received in relation to Resolution 2 were as follows:

Votes	Resolution 2
For	46,911,330 (100%)
Against	0 (0%)
Discretion of chairman	0 (0%)
Discretion of third party	0 (0%)
Withheld	0

The results of the poll in relation to Resolution 3 were as follows:

Votes	Resolution 3
For	46,548,343 (100%)
Against	0 (0%)

The number of proxy votes received in relation to Resolution 4 were as follows:

Votes	Resolution 4
For	46,798,343 (100%)
Against	0 (0%)
Discretion of chairman	0 (0%)
Discretion of third party	0 (0%)
Withheld	112,987

The number of proxy votes received in relation to Resolution 5 were as follows:

Votes	Resolution 5
For	46,911,330 (100%)
Against	0 (0%)
Discretion of chairman	0 (0%)
Discretion of third party	0 (0%)
Withheld	0

The number of proxy votes received in relation to Resolution 6 were as follows:

Votes	Resolution 6
For	46,801,325 (99.77%)
Against	110,005 (0.23%)
Discretion of chairman	0 (0%)
Discretion of third party	0 (0%)
Withheld	0

A copy of the resolutions passed at the above meeting will shortly be available for inspection on both Levrett plc's website (www.levrett.com), Nuformix Limited's website (www.nuformix.com) as well as at the National Storage Mechanism (www.morningstar.co.uk/uk/NSM).

If you have any queries or require further information, please contact:

Levrett plc John Lidgey - Chairman	[phone]
Whitman Howard Limited Financial Advisor to Levrett plc Nick Lovering	[phone]
Gable Communications Ltd Financial Public Relations John Bick Justine James	[phone] [e-mail]
Nuformix Limited Dan Gooding - Chief Executive Officer	[phone]

 

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