Result of GM and Commencement of Buyback Programme
18 August 2023
ME GROUP INTERNATIONAL PLC
("ME Group" or "the Company")
Result of General Meeting and Commencement of Share Buyback Programme
ME Group International plc (LON: MEGP), the instant-service vending equipment group, is pleased to announce that at the General Meeting held today at 10.00 a.m. at the offices of Hudson Sandler LLP, 25 Charterhouse Square, London, EC1M 6AE, both resolutions set out in the Circular and Notice of General Meeting sent to shareholders on 1 August 2023 ("Circular and Notice of 2023 GM") were passed on a poll.
The results of the poll for each resolution are set out below:
|
Special Business
|
Total Votes Cast |
% of total voting rights |
Votes For |
Votes Against |
Votes withheld |
% for |
% against |
||
|
Special Resolution
|
|
|
|
|
|
|
|
||
|
1. |
THAT, subject to resolution 2, the Company be authorised to make market purchases of ordinary shares of 0.5p each.
|
161,961,699 |
42.79% |
161,719,731 |
152,912 |
89,056 |
99.91% |
0.09% |
|
|
Ordinary Resolution |
|
|
|
|
|
|
|
||
|
2.
|
THAT, subject to resolution 1, the waiver by the Panel on Takeovers and Mergers of any obligation which might arise on the Concert Party to make a general offer as a result of market purchases of ordinary shares be approved. |
161,961,699 |
42.79% |
98,071,711 |
62,471,378 |
1,418,610 |
61.09% |
38.91% |
|
Notes:
1. Votes withheld have not been counted in the calculation of the proportion of the votes "for" and "against" resolutions.
2. Votes which gave discretion to the Chairman have been included in the "for" total.
3. In accordance with the terms of the Panel Waiver, only Independent Shareholders were entitled to vote on Resolution 2.
Other than where defined, capitalised terms used in this Announcement have the meanings given to them in the Circular and Notice of 2023 GM.
Accordingly, the Company has now entered into instructions with finnCap Ltd ("finnCap") to enable the Company to buy back ordinary shares of 0.5 pence each in the capital of the Company ("Ordinary Shares") up to 10 per cent of the Company's issued share capital, subject to the parameters set out in the Company's announcement dated 1 August 2023.
The Board also announces that, notwithstanding the authority granted at today's General Meeting, its intention is to undertake an initial buyback programme of up to 2 per cent of the Company's issued share capital, subject to the same parameters (the "Buyback Programme").
Share purchases will take place in open market transactions and may be made from time to time depending on market conditions, share price, trading volume and other factors. finnCap will manage the Buyback Programme, which is an irrevocable, non‐discretionary share buyback programme to repurchase the Company's shares on the Company's behalf. The Company and its Board members have no power to make any changes to the Buyback Programme and it will be conducted at the sole discretion of finnCap within the Buyback Programme terms.
All Ordinary Shares repurchased by the Company under the Buyback Programme shall be classified as shares held in treasury. Such treasury shares are not entitled to dividends and have no voting rights at the Company's general meetings. The Company's dividend policy remains unchanged.
The Buyback Programme will reduce the Company's share capital, resulting in an increase to the Company's earnings per share. It is the intention that the Buyback Programme will commence today and run until the authority expires at the Company's next AGM or such other date before then, should it be completed sooner. Purchases may continue during any closed period to which the Company is subject during the above‐mentioned period.
The Buyback Programme will be affected within the parameters of Article 5(1) of the Market Abuse Regulation (EU) No 596/2014 (which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "2018 Act")) ("MAR") and the Commission Delegated Regulation (EU) No 2016/1052 (which is part of UK law by virtue of the 2018 Act) as well as the applicable laws and regulations of the UK Financial Conduct Authority.
During the course of the Buyback Programme, the Company will make further announcements to the market as and when share purchases are made, with details of any and all purchases made under the Buyback Programme being announced no later than 7.00 a.m on the business day following the calendar day on which the purchase occurs.
Any further tranches of the Buyback Programme, which may be conducted after completion of the Initial Programme, will be announced in due course.
Enquiries:
|
ME Group International plc |
+44 (0) 1372 453 399 |
|
Serge Crasnianski, CEO |
|
|
Stéphane Gibon, CFO
|
|
|
|
|
|
Hudson Sandler |
+44 (0) 20 7796 4133 |
|
Wendy Baker Nick Moore
|
|
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014, which was incorporated into UK law by the European Union (Withdrawal) Act 2018, until the release of this announcement.
Disclaimer
finnCap Ltd, which is authorised and regulated by the Financial Services Authority (FCA), is acting as Financial Adviser to the Company in connection with the matters described in this announcement. finnCap Ltd will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap Ltd or for advising any other person on the Proposed Buy-Back Authority and the Rule 9 Waiver or any other arrangements described in this announcement. finnCap Ltd has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by finnCap Ltd for the accuracy of any information or opinions contained in this announcement or for the omission of any information.
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