Notice of GM, Share Buyback and Rule 9 waiver
Summary by AI BETAClose X
10 February 2026
ME GROUP INTERNATIONAL PLC
("ME Group" or "the Group" or "the Company")
Notice of General Meeting, Proposed Share Buy-Back Authority and Rule 9 Waiver
ME Group International plc (LON: MEGP), the instant-service vending equipment group, announces that today it has posted a Circular to Shareholders giving Notice of a General Meeting to be held at 10.00 a.m. on 26 February 2026 at the offices of Hudson Sandler LLP, 25 Charterhouse Square, London, EC1M 6AE.
Proposed Share Buy-Back Authority and Rule 9 Waiver
The Company has historically sought authority and received approval from its shareholders to make market purchases of its own shares, with the most recent authority being granted at the Company's AGM on 25 April 2025, permitting the Company to repurchase up to 37,682,875 Ordinary
Shares of 0.5p each ("Ordinary Shares"), equal to 10 per cent of the Company's issued share capital as at 11 March 2025 (being the latest practicable date before publication of the Notice of AGM on 19 March 2025).
However, despite this authority having already been granted, the Company has been restricted from using it owing to the Concert Party being interested in more than 30 per cent but less than 50 per cent of the total voting rights of the Company as any increase in any member of the Concert Party's percentage interest in Ordinary Shares (which includes any increase caused by way of a share buy-back) would normally trigger an obligation for an offer to be made by the Concert Party under Rule 9 of the City Code.
With a strong cash balance, which the Board believes will increase, the Board has concluded that it wishes to have the flexibility to use its buy-back authority in circumstances that it decides are in the best interests of the Company.
Accordingly, the Company has today posted a Circular that sets out the background to, and reasons why the Board believes it to be in the best interests of Shareholders as a whole, for the Company to reapply for authority to make market purchases of up to 37,772,333 of its Ordinary Shares (being 10 per cent of the Company's issued share capital as at the Latest Practicable Date before publication of the Circular), under the same pricing parameters as previously approved (the "Proposed Buy-Back Authority" and the "Repurchase Resolution"). It is the Company's intention that the Proposed Buy-Back Authority shall, if granted, expire at the conclusion of the annual general meeting of the Company to be held in 2027.
In addition, The Panel on Takeovers and Mergers has agreed to waive the obligation on the Concert Party to make a general offer for the entire issued, and to be issued, share capital of the Company not already held by the Concert Party which may arise under Rule 9 of the Takeover Code as a result of the Company purchasing its Ordinary Shares under the Proposed Buy-Back Authority, subject to approval on a poll by the Independent Shareholders of the Waiver Resolution as set out in the Notice of GM.
The Circular sets out further details in respect of both the Repurchase Resolution and the Waiver Resolution.
The Circular to Shareholders will be made available on ME Group's website, https://me-group.com/.
Defined terms used in this announcement are the same as those defined in the Circular unless the context requires otherwise.
Enquiries:
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ME Group International plc Serge Crasnianski, CEO Vladimir Crasneanscki, Deputy CEO Stéphane Gibon, CFO
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+44 (0) 1372 453 399 |
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Hudson Sandler Wendy Baker / Nick Moore |
+44 (0) 20 7796 4133 me-group@hudsonsandler.com |
NOTES TO EDITORS
ME Group International plc (LSE: MEGP) is an international market leader in automated self-service equipment aimed at the consumer market.
The Group operates, sells and services a wide range of instant-service vending equipment across 18 countries in its key regions of Continental Europe, the UK & Republic of Ireland and Asia Pacific. The Group's services include:
Core activities:
|
· |
Photo.ME |
Photobooths and integrated biometric identification solutions |
|
· |
Wash.ME |
Unattended laundry services and launderettes |
Ancillary activities:
|
· |
Print.ME |
High-quality digital printing kiosks |
|
· |
Other vending |
Primarily foodservice vending equipment (Feed.ME), Children's rides (Amuse.ME), Photocopier services (Copy.ME) |
The Group has a proven track record of innovation and diversification of its products and services enabling it to respond to the evolving needs of its customers and consumers.
The Group benefits from well-established partnerships and long-term contracts with major site owners in attractive, high-footfall locations, enabling it to offer multiple products and services onsite. Partners include supermarkets, petrol forecourts, shopping malls (indoors and outdoors), transport hubs, and administration buildings (City Halls, Police etc.).
The Company's shares have been listed on the London Stock Exchange since 1962.
For further information: www.me-group.com
Disclaimer
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority, is acting solely for the Company in connection with the matters described in this announcement. Peel Hunt will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt or for advising any other person in relation to the Proposed Buy-Back Authority and the other arrangements described in this announcement. Peel Hunt has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Peel Hunt for the accuracy of any information or opinions contained in this announcement or for the omission of any information, which is the sole responsibility of the Company.
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