Result of Meeting
Summary by AI BETAClose X
14 July 2026
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A PROSPECTUS, AN OFFERING MEMORANDUM OR AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICIITATION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
CPPGroup Plc
("CPP Group"; "the Group"; or "the Company")
Result of General Meeting
The Board of Directors of CPP Group (AIM: CPP) announces that, at the General Meeting of the Company held earlier today (the "General Meeting"), all resolutions set out in the Notice of General Meeting were duly passed.
The full text of the Resolutions proposed at the General Meeting can be found in the Circular published by the Company on 25 June 2026 (the "Circular"). The total votes cast on the Resolutions, incorporating proxy votes lodged in advance of the General Meeting, were as set out below:
|
Resolutions |
In Favour |
% |
Against |
% |
Withheld* |
|
|
1 |
Cancellation** |
5,936,505 |
99.8% |
11,700 |
0.2% |
1,640,703 |
|
2 |
Re-registration** |
5,936,505 |
99.8% |
11,700 |
0.2% |
1,640,703 |
|
3 |
New Articles** |
5,936,505 |
99.8% |
11,338 |
0.2% |
1,641,065 |
|
4 |
Authority to allot relevant securities |
5,936,488 |
99.8% |
11,715 |
0.2% |
1,640,705 |
|
5 |
Authority to allot V Shares |
5,936,488 |
99.8% |
11,715 |
0.2% |
1,640,705 |
|
6 |
Disapplication of statutory pre-emption rights** |
5,936,474 |
99.8% |
11,729 |
0.2% |
1,640,705 |
*A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' any of the resolutions.
**Special resolutions.
Cancellation
In accordance with Rule 41 of the AIM Rules for Companies, cancellation of the admission of the Company's Ordinary Shares to trading on AIM is expected to become effective at 7:00 a.m. on Friday, 24 July 2026 ("Cancellation Date") and, accordingly, the last day of dealings in Ordinary Shares on AIM is expected to be Thursday, 23 July 2026.
Any amendments to this timetable will be notified to shareholders.
Re-registration and adoption of the New Articles
In accordance with the passing of Resolutions 2 and 3, the Company will adopt the new articles of association with effect from Cancellation becoming effective and re-register as a private limited company with the name "CPPGroup Limited", which is anticipated will become effective by 12 August 2026.
Matched Bargain Facility
To facilitate future transactions in the Ordinary Shares, the Company has appointed J.P. Jenkins to establish a Matched Bargain Facility following Cancellation. Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares would be able to leave an indication with J.P. Jenkins, through their stockbroker, of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price. It is intended that the Matched Bargain Facility will operate for a minimum of 12 months after Cancellation. Upon Cancellation, details of the Matched Bargain Facility will be made available to Shareholders on the Company's website at https://corporate.cppgroup.com/.
Proposed Fundraising and Shareholder Offer
As detailed in the Circular and the Company's announcement of 24 June 2026, the Company has conditionally raised £3 million (before expenses) by way of Loan Notes subscribed for by GHAM Fund pursuant to the Subscription Agreement (the "GHAM Fundraising"). Completion of the GHAM Fundraising remains subject to the completion of a minimum aggregate subscription of £2 million of Loan Notes by Qualifying Shareholders participating in the Shareholder Offer, so that a total of at least £5 million in aggregate is raised for the Company.
The Company is offering all Qualifying Shareholders the opportunity to participate by subscribing for Secured Convertible Loan Notes, V Shares and Warrants on the same terms as GHAM Fund, for an aggregate subscription of up to £2.9 million. Further details on how Qualifying Shareholders can subscribe for Secured Convertible Loan Notes, V Shares and Warrants is set out in paragraph 11 of Part 1 of the Circular. Qualifying Shareholders should note that the Shareholder Offer will only be open for participation for a period of ten Business Days, beginning on the Cancellation Date.
As reference in the Circular, if the minimum aggregate subscription of £2 million of Loan Notes by Qualifying Shareholders participating in the Shareholder Offer is not completed, the Fundraising will not proceed and the anticipated net proceeds of the GHAM Fundraising and the Shareholder Offer will not become available to the Company. In those circumstances, based on the Group's current cash resources and expected funding requirements, including those associated with the Group's regulated entities, the Group will face a severe liquidity crisis within weeks; and there is no certainty that other funding will be available on suitable terms or at all, which may result in the Company entering an insolvency process, including administration.
To subscribe for Loan Notes, V Shares and Warrants please contact the Company by email at investor.relations@cppgroup.com during the period beginning on the Cancellation Date and ending on the date falling ten Business Days after the Cancellation Date.
Defined terms in this announcement bear the same meanings as in the Circular unless otherwise indicated.
ENQUIRIES
CPPGroup plc
David Morrison, Chairman Email: investor.relations@cppgroup.com
Simon Pyper, Chief Financial Officer
Panmure Liberum
(Nominated Adviser and Sole Broker) Tel: +44 (0)20 3100 2000
Stephen Jones
Atholl Tweedie
Will King
This announcement contains inside information. The person responsible for arranging the release of this announcement on behalf of CPP Group is Sarah Atherton, General Counsel and Company Secretary.
IMPORTANT NOTICES
Panmure Liberum Limited ("Panmure Liberum") which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser to the Company in connection with the Fundraising and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the contents of this announcement or any other matter referred to herein. Panmure Liberum's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and not to any other person in reliance on any part of this announcement. Panmure Liberum has not authorised the contents of this announcement for any purpose and no liability whatsoever is accepted by Panmure Liberum nor does it make any representation or warranty, express or implied, as to the accuracy of any information or opinion contained in this announcement or for the omission of any information. Panmure Liberum expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.
Neither this announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Canada, the Republic of South Africa, Australia, Japan or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Canada, the Republic of South Africa, Australia, Japan or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.
Under the Public Offers and Admissions to Trading Regulation 2024 (SI 2024/105) ("POATR"), the offer of Secured Convertible Loan Notes, Warrants and V Shares in connection with the GHAM Fundraising is exempt from the general prohibition on public offers of relevant securities in the United Kingdom in reliance on the exception in paragraph 2 of Schedule 1 of the POATR. Accordingly, under the POATR, the Company is not required to publish a prospectus approved by the FCA, in connection with the GHAM Fundraising.
Under the POATR, the offer of Secured Convertible Loan Notes, Warrants and V Shares in connection with the Shareholder Offer is exempt from the general prohibition on public offers of relevant securities in the United Kingdom in reliance on the exception in paragraph 1 of Schedule 1 of the POATR. Accordingly, under the POATR, the Company is not required to publish a prospectus approved by the FCA, in connection with the Shareholder Offer.
No offering document, prospectus or MTF admission prospectus has been or will be prepared or submitted to be approved by the FCA or submitted to the London Stock Exchange or in any other jurisdiction in relation to the Fundraising.
No securities will be admitted to trading in connection with the Fundraising.
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorised under FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
DISCLAIMER
Neither the information nor any opinion contained in this announcement constitutes an inducement or offer to purchase or sell or a solicitation of an offer to purchase or sell any securities or other investments in CPP Group or any other company by CPP Group or any of its affiliates in any jurisdiction. This announcement does not consider the investment objective, financial situation, suitability or the particular need or circumstances of any specific individual who may access or review this announcement and may not be taken as advice on the merits of any investment decision. This announcement is not intended to provide the sole basis for evaluation of, and does not purport to contain all information that may be required with respect to, any potential investment in CPP Group. Any person who is in any doubt about the matters to which this announcement relates should consult an authorised financial adviser or other person authorised under FSMA.
FORWARD LOOKING STATEMENTS
This announcement includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations, the timing of events and other expectations associated with the transactions discussed herein, expectations with respect to the listing of securities of the Company to be issued in these transactions, the expected use of proceeds, and/or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements (see the risks outlined in other public disclosure documents filed by the Company from time to time). Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.
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