REG - SysGroup PLC - Result of General Meeting and Total Voting Rights

SysGroupAnnouncement

24/06/2024 16:15

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RNS Number : 6529T  SysGroup PLC  24 June 2024

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24 June 2024

 

SysGroup plc

("SysGroup", the "Group", or the "Company")

Result of General Meeting and Total Voting Rights

 

SysGroup (AIM:SYS), the technology partner for delivery and management of
cloud, data and security services to power Artificial Intelligence and Machine
Learning transformation, is pleased to announce that, at the General Meeting
held earlier today, all resolutions set out in the notice of General Meeting
contained in the Circular dated 6 June 2024 were duly passed.

Capitalised terms used but not otherwise defined in this announcement shall
have the meanings given to them in the Company's announcement made at 5:11
p.m. on 6 June 2024, unless the context requires otherwise.

Result of the Meeting

Details of the results of the voting at the General Meeting, including the
number of proxy votes for and against each of the resolutions proposed, and
the number of proxy votes withheld, are set out below. Resolutions 1, 3, 5 and
6 were proposed and passed as ordinary resolutions and resolutions 2 and 4
were proposed and passed as special resolutions.

                                                                                 For                            Against                  Withheld
                                                                                 Votes         % of votes cast  Votes   % of votes cast  Votes
 1. To authorise the allotment of Shares pursuant to the Fundraising             36,947,561    99.77            85,700  0.23             7,748
 2. To authorise the disapplication of pre-emption rights under the authority    36,947,561    99.77            85,700  0.23             7,748
 given by Resolution 1
 3. To authorise the Directors to allot additional shares in the Company         37,032,332    100.00           929     0.00             7,748
 pursuant to section 551 of the Companies Act 2006

 4. To authorise the disapplication of pre-emption rights under the authority     37,032,332   100.00           929     0.00             7,748
 given by Resolution 3
 5. To approve the rules and authorise the directors to adopt and implement the   37,032,332   100.00           929     0.00             7,748
 VCP
 6. To approve the rules and authorise the directors to adopt and implement the   37,032,332   100.00           929     0.00             7,748
 PSP

 

The total number of proxy votes received were 37,033,261. Votes withheld are
not votes in law and so have not been included in the calculation of the
proportion of votes for and against a resolution. There were no votes received
giving discretion to the Chairman.

The passing of the Resolutions is one of the conditions to completion of the
Fundraising, and as a result of the votes cast in their favour, that
particular condition has been satisfied. Completion of the Fundraising remains
conditional upon Admission, which is expected to occur on 26 June 2024.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the
34,019,007 New Ordinary Shares to trading on AIM ("Admission"). It is expected
that Admission will become effective and dealings in the New Ordinary Shares
will commence at 8.00 a.m. on 26 June 2024.

Following the Admission, the Company's issued ordinary share capital will
comprise 85,515,091 Ordinary Shares, of which 2,561,394 are held in treasury.
Therefore, the number of Total Voting Rights in the Company will be
82,953,697, and this figure may be used by Shareholders as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the voting rights of the
Company under the FCA's Disclosure Guidance and Transparency Rules.

Director and PDMR Shareholdings

Following completion of the Fundraising including the Retail Offer, the
following Directors and PDMRs are interested in the following:

 Director / PDMR   Position                Existing beneficial interest in Ordinary Shares  % of current share capital  New Ordinary Shares subscribed for  Ordinary Shares after Fundraise  % of Enlarged Share Capital
 Heejae Chae       Executive Chairman      6,950,000                                        14.2                        757,575                             7,707,575                        9.3
 Owen Phillips     Chief Finance Officer   -                                                -                           60,606                              60,606                           0.1
 Paul Edwards      Non-Executive Director  -                                                -                           151,515                             151,515                          0.2
 Mike Fletcher(1)  Non-Executive Director  77,193                                           0.2                         45,454                              122,647                          0.1
 Mark Reilly       Non-Executive Director  -                                                -                           45,454                              45,454                           0.1
 Davin Cushman     Non-Executive Director  -                                                -                           303,030                             303,030                          0.4
 Wendy Baker(2)    Company Secretary       -                                                -                           181,818                             181,818                          0.2

(1) Shares will be registered through Colston Trustees Limited

(2) Shares will be registered in the name of Wendy Baker & Organon Pension
Trustees Limited as Trustees of the Organon SIPP re W Baker

 

 For further information, please contact:

 SysGroup plc                              Tel: 0333 101 9000
 Heejae Chae, Executive Chairman
 Owen Phillips, Chief Financial Officer

 Zeus (Nominated Adviser and Broker)       Tel: 0161 831 1512
 Jordan Warburton
 Nick Cowles
 Alex Campbell-Harris
 Nick Searle

 

 

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