Notice of GM - 7 August 2025
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21 July 2025
GEIGER COUNTER LIMITED ("GCL" OR THE "COMPANY")
Proposals to renew the authority to the Company to make market purchases of its own ordinary shares in the capital of the Company
The Board of Geiger Counter Limited today announces the publication of a circular (the "Circular") proposing a renewal of the authority provided to the Directors on 5 March 2025 to make market purchases of its own ordinary shares in the capital of the Company.
Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as set out in the Circular.
Background to Proposal
At the Company's annual general meeting on 5 March 2025 (the 2025 AGM), Shareholders granted authority to the Directors to make market purchases of up to 20,016,102 ordinary shares in the capital of the Company (Ordinary Shares) representing 14.99 per cent. of the then issued ordinary share capital (excluding treasury shares).
As at 17 July 2025, the Company has bought back 17,350,950 Ordinary Shares and the authority granted at the 2025 AGM has been substantially utilised, representing an 86.7 per cent utilisation. If buybacks were to continue at the same rate as they have since the 2025 AGM, the remaining buyback capacity would be fully utilised before the Company's next annual general meeting (the 2026 AGM), which is expected to be held on 5 March 2026. The Directors therefore wish to seek a more immediate approval for a renewal of this authority.
The Board believes it is important to continue to have the flexibility to buy back Ordinary Shares with the objective of controlling the discount level. Accordingly, the Directors monitor the share price of the Company closely and in normal market conditions use the authority granted to them to make market purchases of Ordinary Shares when they believe it is in the best interests of Shareholders to do so and to ensure that the share price does not reach an excessive discount.
Recommendation
The Directors consider the passing of the resolution to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the resolution.
The Directors intend to vote in favour of the resolution in respect of their own beneficial holdings of Ordinary Shares, amounting to 364,296 Ordinary Shares (representing approximately 0.31 per cent of the issued share capital of the Company (excluding treasury shares) as at the date of the Circular).
General Meeting
The Proposals are subject to Shareholder approval. The notice convening the General Meeting, to be held at 11.00 a.m. on 7 August 2025 at the registered office address of the Company, Ordnance House, 31 Pier Road, St Helier, Jersey JE4 8PW, is set out in the Circular. The notice includes the full text of the Resolutions.
The expected timetable of principal events in relation to the General Meeting is as follows:
|
Publication of this Circular and the Notice of General Meeting |
21 July 2025 |
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Latest time and date for receipt of Forms of Proxy for use at the General Meeting
|
4.00 p.m. on 5 August 2025 |
|
General Meeting
|
11.00 a.m. on 7 August 2025 |
|
Results of the General Meeting announced
|
7 August 2025 |
The times and dates set out in the timetable above and mentioned throughout this Circular are indicative only and may be adjusted by the Company without further notice. Any changes will be notified to Shareholders through an RNS. References to times in this Circular are to Jersey time (BST) unless otherwise stated.
A copy of the Circular will be made available on the Company's website NCIM - Geiger Counter Ltd - Fund Page for Geiger Counter Ltd and submitted to the National Storage Mechanism, where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries
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Manulife | CQS |
Craig Cleland |
T: +44 (0) 20 7201 5368
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Cavendish Capital Markets Limited |
Tunga Chigovanyika (Corporate Finance)
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T: +44 (0) 20 7220 0557 |
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Daniel Balabanoff / Pauline Tribe (Sales)
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T: +44 (0) 20 7220 0500 |
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R&H Fund Services (Jersey) Limited |
Jane De Barros |
T :+44 (0) 1534 825 259 |
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