Result of General Meeting and Bondholder Meeting
24 August 2020
Vela Technologies plc
("Vela" or the "Company")
Result of General Meeting and Bondholder Meeting
The Board of Vela (AIM: VELA) announces that at the General Meeting held earlier today all Resolutions were duly passed on a show of hands and at the Bondholder Meeting held earlier today the Extraordinary Resolution was duly passed on a poll.
Following the passing of the resolutions at the General Meeting and at the Bondholder Meeting, the proposed disposal of the certain assets of Vela, the share capital reorganisations, the conversion of £550,000 outstanding bonds to new ordinary shares in the Company, and the placing to raise £1.0 million (before expenses) have been approved. The First Share Capital Reorganisation and Bond Conversion will become effective from 6.00 p.m. today, and the Second Capital Reorganisation and Disposal will become effective from 6.00 p.m. on 25 August 2020.
It is expected that the suspension of the Company's ordinary shares from trading on AIM will be lifted at 7.30 a.m. on 26 August 2020, with Admission of the Bond Conversion Shares, Placing Shares, Fee Shares, Broker Shares and New Ordinary Shares becoming effective at 8.00 a.m. on 26 August 2020.
Effect of the Proposals
Following completion of the Proposals, the Company will continue to seek to identify and make a range of investments in line with the Company's existing investing policy and within the technology field, focusing on companies that have identified areas of business or sectors which could be disrupted by either the development of new or use of existing technologies.
The Company will continue to be a Rule 15 investing company with net cash of approximately £890,000 and the Group 1 Assets (as detailed in the Company's announcement on 31 July 2020).
Proposed Board changes
It is proposed that upon Admission, Antony Laiker will step down as a director of Vela and James Normand will be appointed as Executive Director of the Company. Further details in connection with the proposed board changes and the appointment of James Normand are set out in the announcement released by the Company on 31 July 2020.
Voting results
The proxy voting results of the Resolutions are set out below:
|
Resolutions at General Meeting |
Votes For* |
% of votes cast** |
Votes Against |
% of votes cast** |
Votes Withheld*** |
Total votes cast**** |
|
|
||||||
|
1. To seek approval for the Disposal |
838,072,180 |
100% |
- |
0% |
659,754 |
838,072,180 |
|
|
||||||
|
2. To seek approval for the First Share Capital Reorganisation and the Second Share Capital Reorganisation |
838,072,180 |
100% |
- |
0% |
659,754
|
838,072,180 |
|
|
||||||
|
3. To seek approval for the amendment of the Articles of Association to include the rights of the Special Deferred Shares |
838,072,180 |
100% |
- |
0% |
659,754 |
838,072,180 |
|
|
||||||
|
4. To grant the Directors general authority to allot Ordinary Shares to enable the issue of the Bond Conversion Shares, the Placing Shares, the Fee Shares, the Broker Shares and to cover any future exercise of the Placing Warrants and the Broker Warrants, and to allow for future share issues |
838,072,180 |
100% |
- |
0% |
659,754 |
838,072,180 |
|
|
||||||
|
5. To disapply statutory pre-emption rights in respect of allotment for cash of Ordinary Shares pursuant to the Bond Conversion, the Placing, the issue of the Fee Shares and Broker Shares and to cover any future exercise of the Placing Warrants and the Broker Warrants, and to provide headroom for future issue of shares
|
838,072,180 |
100% |
- |
0% |
659,754 |
838,072,180 |
|
|
|
|
|
|
|
|
|
Extraordinary Resolution at Bondholder Meeting |
Votes For* |
% of votes cast** |
Votes Against |
% of votes cast** |
Votes Withheld*** |
Total votes cast**** |
|
|
||||||
|
1. To sanction a scheme to convert the Bonds into New Ordinary Shares with effect from the First Record Date |
318,000 |
96.9% |
10,000 |
3.1% |
- |
328,000 |
Notes:
*"Votes For" include votes giving the Chairman discretion.
**Percentages exclude "Votes Withheld".
***"Votes Withheld" are not votes in law and do not count in the number of votes counted for or against a resolution.
***"Total votes cast" do not include withheld votes.
Defined terms used in this announcement shall have the same meaning as set out in Company's announcement on 31 July 2020.
For further information, please contact:
|
Vela Technologies plc |
Tel: +44 (0) 7802 262 443 |
|
Brent Fitzpatrick, Non-Executive Chairman Antony Laiker, Director
|
|
|
Allenby Capital Limited (Nominated Adviser and Joint Broker) |
Tel: +44 (0) 20 3328 5656 |
|
Nick Athanas/Asha Chotai
|
|
|
Peterhouse Capital Limited (Joint Broker) |
Tel: +44 (0) 20 7469 0930 |
|
Lucy Williams / Duncan Vasey / Eran Zucker
|
|
About Vela Technologies
Vela Technologies (AIM: VELA) is an investing company focused on early stage and pre-IPO long term disruptive technology investments. With effect from Admission there will be 5 investments in the portfolio which either have developed ways of utilising technology or developing technology with a view to disrupting the businesses or sector in which they operate. More recently, Vela Technologies has also started to focus on existing listed companies where valuations may offer additional opportunities.
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