Result of GM
Summary by AI BETAClose X
Dillistone Group PLC
26 October 2026
Dillistone Group Plc
("Dillistone", the "Company" or the "Group")
Result of GM,
Appointment of Company Secretary,
Appointment of Interim CFO,
Grant of Options.
Dillistone Group Plc (AIM: DSG) is pleased to announce that all resolutions put to its General Meeting held today were duly passed on a poll, each with more than 99% of the votes cast in favour.
A total of 24,468,265 votes were cast, representing approximately 69.08% of the Company's issued share capital of 35,418,021 Ordinary Shares at the voting record time.
The votes cast are set out below:
|
No. |
Resolution |
Type |
For* |
% |
Against |
% |
Withheld |
|
ORDINARY RESOLUTIONS |
|||||||
|
1 |
To approve the change to the Company's primary business strategy (the New Strategy) |
Ordinary |
24,468,265 |
100% |
0 |
0% |
|
|
2 |
To approve the conversion of the Loans into Ordinary Shares |
Ordinary |
24,467,179 |
99.996% |
1086 |
0.004% |
|
|
3 |
To approve electronic communications with Shareholders via the Company's website |
Ordinary |
24,468,034 |
99.999% |
231 |
0.001% |
|
|
4 |
To approve the Dillistone Group 2026 Share Option Scheme |
Ordinary |
24,467,179 |
99.996% |
1086 |
0.004% |
|
|
5 |
To authorise the Directors to allot Ordinary Shares in connection with the conversion of the Loans |
Ordinary |
24,466,948 |
99.995% |
1317 |
0.005% |
|
|
|
|||||||
|
6 |
To disapply statutory pre-emption rights in respect of the allotment of the Conversion Shares |
Special |
24,466,948 |
99.995% |
1317 |
0.005% |
|
* Votes "For" include discretionary votes given to the Chairman of the Meeting.
Change to the Company’s primary business strategy
Following the passing of Resolution 1, Shareholders have approved a change to the Company's primary business strategy as described in the circular to Shareholders dated 7 October 2026. Under the New Strategy, the Company will become a serial acquirer and long-term owner of established, owner-managed, cash-generative and profitable businesses. It will acquire all of, or majority stakes in, these businesses, principally in the UK, and may consider selected opportunities in Europe. Acquired businesses will keep a high degree of operational autonomy under a decentralised model. The Group will provide financial resources, governance and strategic oversight, and will reinvest cash flows into further acquisitions so that returns compound over time. The Group will continue to own and operate its existing software businesses through Ikiru People.
Conversion of Loans, Admission and Total Voting Rights
Following the passing of Resolutions 2, 5 and 6, the Conversion is now unconditional. The Company will issue 5,676,780 Conversion Shares at the Conversion Price of 14 pence per Ordinary Share to the holders of the Loans, releasing £794,750 of debt from the Group's balance sheet and reducing the Group's annual interest cost by approximately £73,000. Interest accrued on the Loans up to today will be paid in cash.
Application has been made to the London Stock Exchange for the Conversion Shares to be admitted to trading on AIM ("Admission"). Admission is expected to become effective, and dealings in the Conversion Shares to commence, at 8.00 a.m. on 27 October 2026. The Conversion Shares will rank pari passu in all respects with the existing Ordinary Shares.
Following Admission, the Company's issued share capital will comprise 41,094,801 Ordinary Shares, each carrying one vote. No Ordinary Shares are held in treasury. The figure of 41,094,801 may therefore be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
The principal amount held by, and the number of new Ordinary Shares to be issued to, each holder of the Loans under the Conversion Agreement are set out below:
|
Lender |
Principal converted |
New Ordinary Shares |
Shares held immediately following the Conversion and Admission |
% of enlarged share capital |
|
Mike Love |
£320,000 |
2,285,714 |
3,275,468 |
7.97% |
|
Giles Fearnley |
£135,000 |
964,285 |
1,447,720 |
3.52% |
|
Jason Starr |
£114,250 |
816,071 |
4,393,662 |
10.69% |
|
Yuriko Starr |
£120,000 |
857,142 |
857,142 |
2.09% |
|
Ian Mackin |
£30,000 |
214,285 |
228,356 |
0.56% |
|
Simon Warburton |
£23,000 |
164,285 |
441,575 |
1.07% |
|
Paul Mather |
£22,500 |
160,714 |
392,891 |
0.96% |
|
Julie Pomeroy |
£15,000 |
107,142 |
235,558 |
0.57% |
|
Steven Hammond |
£15,000 |
107,142 |
107,142 |
0.26% |
|
Total |
£794,750 |
5,676,780 |
11,379,514 |
27.69% |
Electronic Communications
Following the passing of Resolution 3, the Company will now make Shareholder communications available via its website, www.dillistonegroup.com, and via the Regulatory News Service. Shareholders who wish to continue to receive documents in hard copy should register their preference with the Company's registrar, MUFG Corporate Markets, at uk.investorcentre.mpms.mufg.com.
Approval of 2026 Share Option Scheme
Following the passing of Resolution 4, the Company adopted the 2026 Share Option Scheme.
Granting of Options to CEO
Following the adoption of the scheme, 333,333 share options were granted to Gareth Hawkins, at a strike price of 22.5p per share and with a vesting period of 5 years.
Appointment of Company Secretary
The Board is pleased to announce that Paul Mather, Group Operations Director, has been appointed interim Company Secretary with immediate effect.
Appointment of Interim Chief Financial Officer
The Company has agreed terms with Samantha Skeaping, who will join the Group as Interim Chief Financial Officer on a fractional, consulting basis with effect from 2 November 2026. Sam succeeds Ian Mackin, who stepped down as Finance Director and Company Secretary on 15 October 2026, and will lead the Group's finance function and support the Board as the Group begins to implement the New Strategy. The appointment is not a Board appointment. The Board will update the market on its longer-term finance leadership arrangements in due course.
Commenting on today's announcement, Gareth Hawkins, Chief Executive Officer, said: "I am delighted that our shareholders have given their support to both our new strategy for Dillistone Group to pursue a serial-acquisition programme, and to the strengthening of our balance sheet through the conversion of debt to equity. I would like to thank all shareholders for the clear mandate they have given us.
I am also grateful to Paul for taking on the role of Company Secretary alongside his leadership of Ikiru People, and I look forward to welcoming our new Interim CFO, Sam, in November."
Enquiries:
|
Dillistone Group Plc |
|
|
|
Gareth Hawkins |
Chief Executive Officer |
0207 749 6203 |
|
Giles Fearnley |
Non-Executive Chairman |
01256 297 000 |
|
|
|
|
|
Zeus (Nominated adviser and Broker) |
|
|
|
Mike Coe / Andrew de Andrade |
Investment Banking |
020 3829 5000 |
Notes to Editors:
Dillistone Group Plc is pursuing a strategy of long-term ownership and growth through the acquisition of established, owner-managed, cash-generative and profitable businesses, principally in the UK, operated under a decentralised model. The Group continues to own and operate Ikiru People (www.IkiruPeople.com), its software and services business for the recruitment industry, which develops, markets and supports the Talentis, FileFinder, Infinity, Mid-Office, ISV and GatedTalent products.
Dillistone was admitted to AIM, a market operated by the London Stock Exchange plc, in June 2006.
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
|
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
|
||||
|
b)
|
Initial notification /Amendment |
Initial notification |
||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Dillistone Group plc |
||||
|
b) |
LEI |
213800E9K3JGQ46ZS753 |
||||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a)
|
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of £0.05 each ISIN: GB00B13QQB40 |
||||
|
b) |
Nature of the transaction |
Conversion |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information - Aggregated volume - Price |
|
||||
|
e) |
Date of the transaction |
26 October 2026 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM |
||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Gareth Hawkins |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
Chief Executive Officer |
||||
|
b)
|
Initial notification /Amendment |
Initial notification |
||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Dillistone Group plc |
||||
|
b) |
LEI |
213800E9K3JGQ46ZS753 |
||||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a)
|
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of £0.05 each ISIN: GB00B13QQB40 |
||||
|
b) |
Nature of the transaction |
Issue of Options |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information - Aggregated volume - Price |
|
||||
|
e) |
Date of the transaction |
26 October 2026 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM |
||||
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 27 minutes ago Lloyds Banking Group
- 54 minutes ago Staffline Group
- 1 hour ago Polar Capital Global Financials Trust
- 1 hour ago Law Debenture Corp.
- 1 hour ago Everyman Media Group