This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication of this announcement, this information is now considered to be in the public domain.
13 October 2026
Everyman Media Group PLC
(“Everyman”, the “Company” or the “Group”)
Proposed cancellation of admission to trading on AIM
and
Notice of General Meeting
Everyman Media Group plc (AIM: EMAN), the independent, premium cinema group, announces that it will today be posting a circular to Shareholders (the "Circular"), including a Notice of General Meeting (the "General Meeting") along with a Form of Proxy, to seek shareholder approval for the proposed cancellation ("Cancellation") of the admission of the Company's ordinary shares of 10 pence each ("Ordinary Shares") to trading on the AIM Market of the London Stock Exchange.
The Circular provides Shareholders with the background to and the reasons for the proposed Cancellation, explains the consequences of the Cancellation and why the Directors unanimously consider that Cancellation to be in the best interest of the Company and its Shareholders as a whole. The Circular also contains notice convening a General Meeting, which will be posted to shareholders today and will also be made available on the Company's website at http://investors.everymancinema.com/. Appendix I to this announcement (the “Announcement”) contains extracts from the Circular, including an expected timetable of principal events related to the Cancellation.
The General Meeting will be held at 9.30 a.m. on 30 October 2026 at the offices of Howard Kennedy LLP, No.1 London Bridge, London SE1 9BG.
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Everyman Media Group plc |
Tel: 020 3145 0500 |
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Farah Golant CBE, CEO |
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Sheree Manning, CFO |
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Canaccord Genuity Limited (NOMAD and Broker) |
Tel: 020 7523 8000 |
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Bobbie Hilliam |
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Elizabeth Halley-Stott |
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APPENDIX I
EXTRACTS FROM THE CIRCULAR
PART I
Letter from the Chairman of EVERYMAN MEDIA GROUP PLC
As announced by the Company on 16 June 2026, Adam Kaye, Charles Dorfman and Michael Rosehill (being the “Substantial Director Shareholders”), each of whom are directors of the Company and accounted for 45.6 per cent. of the issued share capital through direct and indirect holdings on that date, communicated to the Board their support for a cancellation of trading in the Company's Ordinary Shares on AIM.
Following share purchases by Charles Dorfman, the Substantial Director Shareholders have an increased combined holding of 47.3 per cent. of the issued share capital through direct and indirect holdings. The Board are also aware that additional shareholders, who hold 13.9 per cent. of the issued share capital, are also supportive of the Cancellation. In total therefore as at the date of this Announcement, Shareholders (and persons connected to them) who account for 61.2 per cent. of the issued share capital are supportive of the Cancellation.
Since 16 June 2026 the Board has sought to engage with others major shareholders to understand their views on the proposed Cancellation. The Board has also received and considered feedback from certain minority shareholders, private investors and stakeholders.
Recognising that each of the Substantial Director Shareholders are directors of the Company, the Board appointed an Independent Committee, formed of the Independent Directors, to consider the Cancellation and to guide the Board on its own deliberations in deciding on whether the Company should:
Shareholders should be aware that the Independent Directors have concluded that they believe the Company should proceed with the Cancellation, for the reasons set out in Part II of this Announcement, and have so advised the Board they should recommend to Shareholders a vote in favour of the Resolutions.
If the Resolutions are passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7.00 a.m. on 12 November 2026. Pursuant to Rule 41 of the AIM Rules, the Resolutions are conditional on the approval of Shareholders holding not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting.
The Board has reflected on the views provided by Shareholders and the recommendation of the Independent Directors as set out in Part II of the Announcement. The Board has concluded the disadvantages associated with maintaining the admission of the Ordinary Shares to trading on AIM to be disproportionately high when compared to the perceived benefits of continuing to being quoted on AIM.
The Board is recommending that Shareholders vote in favour of the Cancellation for the following reasons:
The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective. However, should the Cancellation become effective, the Company intends to implement a Matched Bargain Facility with a third party which would facilitate Shareholders buying and selling Ordinary Shares through periodic auctions following Cancellation. Further details will be sent to Shareholders and posted on the Company's website, if the Cancellation proceeds (see section 4.2 below).
Under the AIM Rules, the Company is required to give at least 20 clear Business Days’ notice of Cancellation. Additionally, Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Resolutions. If the Resolutions are passed at the General Meeting, it is proposed that the last day of trading in Ordinary Shares on AIM will be 11 November 2026 and that the Cancellation will take effect at 7.00 am on 12 November 2026.
The principal effects of the Cancellation will include the following:
The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.
For the avoidance of doubt, the Company will remain registered with the Registrar of Companies in England and Wales in accordance with and, subject to the Companies Act, notwithstanding the Cancellation.
The Company currently intends to continue to provide certain facilities and services to Shareholders that they currently enjoy as shareholders of an AIM company. The Company will:
It is intended that the Matched Bargain Facility will operate for a minimum of 12 months after the Cancellation. The Directors' current intention is that it will continue beyond that time, but Shareholders should note that there remains a risk that the Matched Bargain Facility may not remain in place post the 12 month period and therefore inhibit the ability to trade the Ordinary Shares. Further details will be communicated to Shareholders at the relevant time.
There will be no change to the composition of the Board immediately following the Cancellation.
Shareholders should note that they are able to continue trading in the Ordinary Shares on AIM prior to Cancellation.
The Directors recognise that Shareholders may wish to acquire or dispose of Ordinary Shares following Cancellation. Subject to Shareholder approval of the Cancellation, the Company intends to facilitate secondary trading in the Ordinary Shares through the Asset Match Private Market operating under the Private Intermittent Securities and Capital Exchange System ("PISCES") framework.
Asset Match, which is authorised and regulated by the Financial Conduct Authority, is expected to provide a venue through which eligible investors may buy and sell Ordinary Shares through periodic trading events. These trading events will be conducted in accordance with the rules and requirements applicable to the Asset Match Private Market and the wider PISCES regulatory framework.
Unlike AIM, where shares may be traded on a continuous basis during market hours, trading opportunities on PISCES occur during scheduled trading events. During these events, buy and sell orders may be submitted, amended or withdrawn in accordance with the applicable market rules. At the conclusion of each trading event, orders are matched using a transparent auction process designed to establish a market price based on supply and demand.
The Directors believe that participation in the Asset Match Private Market will provide Shareholders with an ongoing mechanism through which to trade Ordinary Shares following Cancellation, whilst enabling the Company to operate within a regulatory framework designed specifically for private company secondary market liquidity.
Further information regarding participation in trading events, investor eligibility requirements, dealing procedures and arrangements will be made available by the Company and Asset Match prior to the commencement of trading.
The Company currently expects that Shareholders will continue to be able to hold their Ordinary Shares in uncertificated form through CREST. Shareholders should consult their stockbroker, custodian or other professional adviser regarding their ability to participate in trading events and any applicable settlement arrangements.
Full details of the Company's participation in the Asset Match Private Market, including details of future trading events and relevant shareholder information, will be made available on the Company's website and communicated to Shareholders where appropriate.
Shareholders wishing to trade Ordinary Shares on AIM must do so prior to the Cancellation becoming effective. Subject to Shareholder approval of Resolution 1, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 11 November 2026 and that Cancellation will take effect at 7:00 a.m. on 12 November 2026.
Current Trading
On 3 September 2026, the Company announced the following key performance indicators within its unaudited interim results for the 26 week period ended 2 July 2026 (H1 2025: 3 July 2025):
Everyman had strong results across a wide range of films, genres and events in the first half of 2026. The Company also delivered its highest performance on original IP, book adaptations, and biopics. This growth was supported by strong market share of 6.4%, up 60 basis points (H1 2025: 5.8%) with higher performance on such titles as The Devil Wears Prada 2, Wuthering Heights, Project Hail Mary, Hamnet and Michael.
The Directors believe however that whilst trading performance for the first half of the financial year has been positive, they retain a degree of caution for the full year outlook (ending 31 December 2026) due to the challenging economic environment and the significance of Q4 trading to the overall annual performance of the Company. The final two weeks of December trading are particularly significant for the Group, with key titles including Avengers: Doomsday and Dune: Part Three due to be released in this period.
Strategy and Prospects
Everyman sees opportunities to grow revenue beyond admissions and food and beverage to consolidate its brand as a pioneer in premium cinema. The Board intends to achieve this by:
Whilst 2026 is proving to be a very successful year for film, the Board expects a tougher outlook for 2027 before the market returns to growth in 2028 and 2029. Future growth is expected from a mixture of higher admissions, 3 new venue openings expected in late 2027, restructuring and significant investment in technology and training.
The following initiatives are to be implemented over the next three years to underpin expected growth:
By 2029 the Directors are targeting annual revenue of £170m, a statutory profit before tax of £5m and an adjusted EBITDA (post-IFRS16) of £27m. In order to achieve these financial targets the Board expect a period of volatility in the Group’s financial performance as key growth initiatives are implemented and due to variations in the quality of the film slate.
The Takeover Code (the “Code”) applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market, a UK MTF, or a stock exchange in the Channel Islands or the Isle of Man. The Code therefore applies to the Company as its securities are admitted to trading on AIM, which is a UK MTF.
The Code also applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its securities were admitted to trading on a UK regulated market, a UK MTF, or a stock exchange in the Channel Islands or the Isle of Man at any time during the preceding two years.
Accordingly, if the Cancellation is approved by Shareholders at the General Meeting and becomes effective, the Code will continue to apply to the Company for a period of two years after the Cancellation, following which the Code will cease to apply to the Company.
While the Code continues to apply to the Company, a mandatory cash offer will be required to be made if either:
Brief details of the Takeover Panel, and of the protections afforded by the Code, are set out in section 7 of this Part I. Before voting on the Cancellation, you may want to take independent professional advice from an appropriate independent financial adviser.
The Code is issued and administered by the Panel. The Code currently applies to the Company and, accordingly, Shareholders are entitled to the protections afforded by the Code.
The Code and the Panel operate principally to ensure that shareholders in an offeree company are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders in the offeree company of the same class are afforded equivalent treatment by an offeror. The Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets.
The Code is based upon a number of General Principles, which are essentially statements of standards of commercial behaviour. The General Principles apply to takeovers and other matters to which the Code applies. They are applied by the Panel in accordance with their spirit in order to achieve their underlying purpose.
In addition to the General Principles, the Code contains a series of rules. Like the General Principles, the rules are to be interpreted to achieve their underlying purpose. Therefore, their spirit must be observed as well as their letter. The Panel may derogate or grant a waiver to a person from the application of a rule in certain circumstances. A summary of key points regarding the application of the Code to takeovers is set out in Part III of the Circular.
Under the AIM Rules, it is a requirement that the Cancellation must be approved by Shareholders holding not less than 75 per cent. of votes cast by Shareholders at the General Meeting. Accordingly, the Notice of General Meeting set out in the Circular contains a special resolution to approve the Cancellation.
Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify shareholders and to separately inform the London Stock Exchange of its preferred Cancellation date at least 20 Business Days prior to such date. In accordance with Rule 41 of the AIM Rules, the Directors have notified the London Stock Exchange of the Company’s intention, subject to the Resolutions being passed at the General Meeting, to cancel the Company’s admission of the Ordinary Shares to trading on AIM on 11 November 2026. Accordingly, if the Resolutions are passed, the Cancellation will become effective at 7.00 a.m. on 12 November 2026. If the Cancellation becomes effective, Canaccord Genuity will cease to be the Nominated Adviser and broker of the Company and the Company will no longer be required to comply with the AIM Rules.
It is proposed to make some minor amendments to the Current Articles. First, to remove the requirement that one- third of the Board retire each year, as this is common for listed, but not unlisted, companies; secondly, to remove all references to the London Stock Exchange and AIM which will cease to be relevant to the Company; and finally to incorporate into the New Articles the borrowing limits approved by shareholders at the general meeting of the Company held on 2 June 2021.
The General Meeting will be held at the offices of Howard Kennedy LLP, No.1 London Bridge, London SE1 9BG on 30 October 2026 at 9.30 a.m. at which the Resolutions will be proposed.
The rights of certain individuals who hold options over Ordinary Shares will be unaffected by the proposed Cancellation.
A Form of Proxy is enclosed with the Circular for use at the General Meeting and, for Shareholders holding shares in certified form, a reply-paid envelope for use in connection with the return of the Form of Proxy (in the UK only).
The following Shareholders have given irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the Resolutions:
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Name |
Role |
No. of Ordinary Shares held |
Shareholding as a % of issued share capital |
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Adam Kaye1 |
Executive Director / Shareholder |
7,588,387 |
8.23% |
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Kropifko Properties Limited3 |
Shareholder |
1,000,000 |
1.08% |
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Michael Rosehill |
Non-Executive Director / Shareholder |
337,228 |
0.37% |
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Charles Dorfman |
Interim Creative Director / Shareholder |
8,086,809 |
8.77% |
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Blue Coast Private Equity L.P. |
Shareholder |
26,603,639 |
28.84% |
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Philip Kaye |
Shareholder |
2,467,647 |
2.68% |
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Samuel Kaye2 |
Shareholder |
6,979,033 |
7.57% |
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Jonathan Kaye |
Shareholder |
1,225,367 |
1.33% |
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Joseph Lewis |
Non-Executive Director / Shareholder |
30,120 |
0.03% |
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Michael Bennett Alice Bennett |
Shareholder Shareholder |
1,197,615 920,534 |
1.30% 1.00% |
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56,436,379 |
61.18% |
1 Mr Adam Kaye's direct interest in the Company, including certain Persons Closely Associated, is 8.23 per cent. of the Company's current issued share capital.
2 Mr Samuel Kaye's direct interest in the Company, is 7.57 per cent. of the Company's current issued share capital.
3 Kropifko Properties Limited is a company in which Adam Kaye and Sam Kaye are both directors and 50.0 per cent. shareholders.
The Directors consider that the Cancellation is in the best interests of the Company and its Shareholders as a whole and, therefore, unanimously recommend that you vote in favour of the Resolutions at the General Meeting as Adam Kaye, Charles Dorfman, Michael Rosehill and Joseph Lewis (being the Directors who are interested in Ordinary Shares) intend to vote, or procure the vote, in respect of, in aggregate, 43,616,063 Ordinary Shares to which they are beneficially entitled.
PART II
LETTER FROM THE INDEPENDENT dIRECTORS of everyman media group plc
Due to the Substantial Director Shareholders being on the Board, an Independent Committee was convened by the Board to independently consider the advantages and disadvantages of the Company being an AIM-quoted company. The conclusions of the Independent Directors considerations on remaining an AIM quoted company are published below.
1. Recommendation of the Independent Directors
The Independent Directors have concluded that it is in the best interests of Shareholders for the Company to proceed with posting of the Circular so that a General Meeting can be held to vote on the Cancellation. Further, the Independent Directors believe Shareholders should vote in favour of the Cancellation.
2. Reasons for the Independent Directors recommending the Cancellation
In reaching the decision to recommend to the Board and Shareholders that they vote in favour of the Cancellation, the Independent Directors believe the following reasons support their recommendation:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
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Event |
Time and/or date(1)(2) |
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Notice provided to the London Stock Exchange to notify it of the proposed Cancellation |
13 October 2026 |
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Announcement of the proposed Cancellation |
13 October 2026 |
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Publication and posting of the Circular and the Form of Proxy |
13 October 2026 |
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Latest time for receipt of Forms of Proxy in respect of the General Meeting |
9.30 a.m. on 28 October 2026 |
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Time and date of the General Meeting |
9.30 a.m. on 30 October 2026 |
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Announcement of the results of the General Meeting (3) |
30 October 2026 |
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Last day of dealings in Ordinary Shares on AIM |
11 November 2026 |
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Expected time and date of the Cancellation (4) |
12 November 2026 |
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Admitted to Trading on Asset Match Private Market (PISCES) |
12 November 2026 |
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Notes:
(1) All of the times referred to in this Announcement refer to London time, unless otherwise stated.
(2) Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.
(3) All events listed in the above timetable following the General Meeting are conditional on the passing at the General Meeting of the Resolutions.
(4) The Cancellation requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting, in person or by proxy.
DEFINITIONS
The following definitions apply throughout this Announcement, unless the context requires otherwise:
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“AIM” |
AIM, the market operated by the London Stock Exchange; |
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“AIM Rules” |
the rules and guidance for companies whose shares are admitted to trading on AIM entitled “AIM Rules for Companies” published by the London Stock Exchange, as amended from time to time; |
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“Business Day” |
a day (excluding Saturdays, Sundays and public holidays in England and Wales) on which banks are generally open for the transaction of normal banking business in London; |
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“Canaccord Genuity” |
Canaccord Genuity Limited, registered in England and Wales with registered number 01774003 and whose registered office is at 88 Wood Street, London, EC2V 7QR; |
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“Cancellation” |
the cancellation of admission of the Ordinary Shares to trading on AIM in accordance with Rule 41 of the AIM Rules, subject to passing of the Cancellation Resolution; |
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“Cancellation Resolution” |
Resolution 1 to be proposed at the General Meeting; |
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“Chairman” |
Philip Jacobson |
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“Circular” |
the document containing information regarding the Cancellation and the General Meeting; |
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“Company” or “Everyman Media Group Plc” |
Everyman Media Group Plc, a company incorporated in England and Wales with registered number 08684079 and having its registered office at 2 Downshire Hill, London NW3 1NR; |
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“Companies Act” |
the Companies Act 2006 (as amended from time to time); |
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“CREST” |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as also defined in the CREST Regulations); |
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“CREST Regulations” |
the Uncertificated Securities Regulations 2001 (SI2001/3755), (as amended from time to time); |
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“Current Articles” |
the articles of association of the Company at the date of this Announcement; |
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“Directors” or “Board” |
the directors of the Company; |
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“Disclosure Guidance and Transparency Rules” |
the disclosure rules and transparency rules made by the UK Financial Conduct Authority pursuant to section 73A of FSMA; |
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“Executive Directors” |
Farah Golant CBE, Sheree Manning, Adam Kaye and Charles Dorfman;
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“FSMA” |
the Financial Services and Markets Act 2000 (as amended from time to time); |
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“General Meeting” |
the general meeting of the Company convened for 9:30am on 30 October 2026 and any adjournment thereof, Notice of which is set out in Part IV of the Circular; |
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“Group” |
Everyman Media Group plc and its subsidiary undertakings (as such term is defined in section 1162 of the Companies Act) from time to time; |
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“Independent Directors” |
Ruby McGregor-Smith, CBE and Maggie Todd;
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“London Stock Exchange” |
London Stock Exchange plc; |
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“New Articles” |
the new articles of association of the Company to be adopted following the passing of Resolution 2 to be proposed at the General Meeting; |
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“Notice of General Meeting” or “Notice” |
the notice of the General Meeting which is set out in Part IV of the Circular; |
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“Ordinary Shares” or “Shares” |
the ordinary shares in the capital of the Company of 10 pence each and “Ordinary Share” and “Share” means any one of them; |
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“Panel” "POATR" |
the Panel on Takeovers and Mergers; The Public Offers and Admissions to Trading Regulations 2024; |
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“Registrars” |
Computershare Investor Services PLC, The Pavilions
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“Regulatory Information Service” |
has the meaning given to it in the AIM Rules for any of the services approved by the London Stock Exchange for the distribution of AIM announcements and included within the list maintained on the website of the London Stock Exchange; |
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“Resolutions” |
the resolutions to be proposed at the General Meeting in order to effect the Cancellation and make amendments to the Current Articles, in the form set out in the Notice of General Meeting; |
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“Shareholders” |
holders of Ordinary Shares from time to time and “Shareholder” means any one of them; |
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“Substantial Director Shareholders” |
Adam Kaye, Charles Dorfman and Michael Rosehill; |
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“Takeover Code” |
the City Code on Takeovers and Mergers; |
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“UK MAR” |
Regulation (EU) (No 596/2014) of the European Parliament and of the Council of 16 April 2014 on market abuse to the extent that it forms part of the domestic law of the United Kingdom including by virtue of the European Union (Withdrawal) Act 2018 (as amended by virtue of the European Union (Withdrawal Agreement) Act 2020); |
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“United Kingdom” or “UK” |
the United Kingdom of Great Britain and Northern Ireland; |
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A reference to “£” |
pounds sterling, being the lawful currency of the UK. |