TIDMHDT
RNS Number : 0224X
Holders Technology PLC
15 December 2023
15 December 2023
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 OF
SUCH JURISDICTION.
Holders Technology plc
("Holders Technology", the "Group" or the "Company")
Result of General Meeting
Holders Technology (AIM:HDT) announces that the ordinary
resolution and two special resolutions proposed at the General
Meeting of the Company held this morning were duly passed. Voting
on the Resolutions, which was by way of a poll, was as follows:
Ordinary Resolutions For Against Total No.
votes of votes
validly withheld
cast
No. % of No. % of
of votes votes of votes votes
cast cast
---------- ------- ---------- -------
1. THAT, the Company
be generally authorised
for the purposes
of section 701 of
the Companies Act
2006 (the "Act")
to make one or more
market purchases
(within the meaning
of section 693(4)
of the Act) of ordinary
shares of GBP0.10
each (the "Ordinary
Shares") in the capital
of the Company, in
connection with the
Tender Offer and
Repurchase. 2,506,014 91.53 231,976 8.47 2,737,990 4,000
---------- ------- ---------- ------- ---------- ----------
Special Resolutions For Against Total No.
votes of votes
validly withheld
cast
No. % of No. % of
of votes votes of votes votes
cast cast
---------- ------- ---------- -------
2. THAT, the cancellation
of the admission
of the Ordinary Shares
to trading on AIM,
the market of that
name operated by
London Stock Exchange
plc, be and is hereby
approved. 2,498,124 91.17 241,976 8.83 2,740,100 1,890
---------- ------- ---------- ------- ---------- ----------
3. THAT, conditional
upon the Resolution
numbered 2 being
approved by Shareholders
at the Meeting and
upon De-Listing taking
effect: (a) the Company
be re-registered
as a private company;
and (b) the new Articles
of Association be
adopted, with effect
from the issue of
the certificate of
incorporation as
a private limited
company. 2,498,124 91.17 241,976 8.83 2,740,100 1,890
---------- ------- ---------- ------- ---------- ----------
As at 6.00 p.m. on 13 December 2023, being the voting record
date for the General Meeting, the Company's issued share capital
consisted of 4,224,164 Ordinary Shares, carrying one vote each.
Therefore, the total voting rights of the Company were
4,224,164.
The result of the General Meeting will also be made available on
the Company's website:
https://www.holderstechnology.com/investor-information/ .
The Board urges Shareholders to carefully read the Circular
published on 29 November 2023, which provides information about the
background to, and reasons for, the Tender Offer. The Tender Offer
is conditional upon the Acceptance Condition being satisfied,
further details of which are available in the Circular. The
Circular can be found on the Company's website.
Shareholders who wish to tender their Ordinary Shares in the
Tender Offer should note that the Tender Offer remains open until
1.00 p.m. on 20 December 2023, unless otherwise extended in
accordance with the terms and conditions set out in the Circular.
If the Acceptance Condition is satisfied the Tender Offer will
remain open for acceptances for a further 14 calendar days from the
Closing Date to enable Shareholders who have not yet tendered their
Ordinary Shares in the Tender Offer to do so if they wish. In order
to do so, Shareholders must lodge their completed Tender Forms with
the Company's receiving agent, Neville Registrar, or submit their
instructions via CREST.
For further information, contact:
Holders Technology plc 01896 758781
Rudi Weinreich, Executive Chairman
Victoria Blaisdell, Group Managing Director
Mehul Shah, Group Finance Director
Website www.holderstechnology.com
SP Angel Corporate Finance LLP (Financial Adviser, 020 3470
Nominated Adviser and Broker) 0470
Matthew Johnson/Harry Davies-Ball, Corporate Finance
Abigail Wayne, Corporate Broking
Important Notices
S.P. Angel Corporate Finance LLP ("SP Angel"), which is
authorised and regulated by the FCA, is acting as nominated adviser
and broker to the Company for the purposes of the AIM Rules.
Persons receiving this announcement should note that SP Angel is
acting exclusively for the Company and no one else and will not be
responsible to anyone, other than the Company, for providing the
protections afforded to customers of SP Angel or for advising any
other person on the transactions and arrangements described in this
announcement. SP Angel makes no representation or warranty, express
or implied, as to the contents of this announcement and SP Angel
does not accept any liability whatsoever for the accuracy of or
opinions contained (or for the omission of any material
information) in this announcement and shall not be responsible for
the contents of this announcement. Nothing in this paragraph shall
serve to exclude or limit any responsibilities which SP Angel may
have under FSMA or the regulatory regime established
thereunder.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction. Any offer (if made) will be made
solely by certain documentation which will contain the full terms
and conditions of any offer (if made), including details of how
such offer may be accepted. This announcement has been prepared in
accordance with English law and the Code and information disclosed
may not be the same as that which would have been prepared in
accordance with laws outside the United Kingdom. The release,
distribution or publication of this announcement in jurisdictions
outside the United Kingdom may be restricted by the laws of the
relevant jurisdictions and therefore persons into whose possession
this announcement comes should inform themselves about, and
observe, any such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
Forward-looking statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
intentions, beliefs or current expectations concerning, amongst
other things, the Group's results of operations, financial
condition, liquidity, prospects, growth and strategies. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. A number of
factors could cause actual results and developments to differ
materially from those expressed or implied by the forward-looking
statements, including, without limitation: ability to find
appropriate investments in which to invest and to realise
investments held by the Group; conditions in the public markets;
the market position of the Group; the earnings, financial position,
cash flows and return on capital of the Group; the anticipated
investments and capital expenditures of the Group; changing
business or other market conditions; and general economic
conditions.
Forward-looking statements contained in this announcement based
on past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. Subject to any requirement under the AIM Rules, Prospectus
Rules, the Disclosure and Transparency Rules or other applicable
legislation or regulation, the Company does not undertake any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Investors should not place undue reliance on forward-looking
statements, which speak only as of the date of this
announcement.
No Profit Forecast
No statement in this announcement or incorporated by reference
into this announcement is intended to constitute a profit forecast
or profit estimate for any period, nor should any statement be
interpreted to mean that earnings or earnings per share will
necessarily be greater or less than those for the preceding
financial periods of the Company.
Notice for US Shareholders
The Tender Offer relates to securities in a non-US company which
is registered in the UK and is subject to the disclosure
requirements, rules and practices applicable to companies listed in
the UK, which differ from those of the United States in certain
material respects. This announcement has been prepared in
accordance with UK style and practice for the purpose of complying
with English law and the AIM Rules, and US Shareholders should read
this entire announcement and the Circular, including Part 2. The
financial information relating to the Company, which is available
for review on the Company's website, has not been prepared in
accordance with generally accepted accounting principles in the
United States and thus may not be comparable to financial
information relating to US companies.
The Tender Offer is not subject to the disclosure and other
procedural requirements of Regulation 14D under the US Exchange
Act. The Tender Offer will be extended into the United States in
accordance with the requirements of Regulation 14E under the US
Exchange Act to the extent applicable. Certain provisions of
Regulation 14E under the US Exchange Act are not applicable to the
Tender Offer by virtue of Rule 14d-1(c) under the US Exchange Act.
US Shareholders should note that the Ordinary Shares are not listed
on a US securities exchange and the Company is not subject to the
periodic reporting requirements of the US Exchange Act and is not
required to, and does not, file any reports with the US Securities
and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce certain
rights and claims arising in connection with the Tender Offer under
US federal securities laws since the Company is located outside the
United States and all of its officers and directors reside outside
the US. It may not be possible to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's
judgment.
The receipt of cash pursuant to the Tender Offer by a
Shareholder who is a US person may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Shareholder is
urged to consult his, her or its independent professional adviser
immediately regarding the tax consequences of tendering any
Ordinary Shares in the Tender Offer.
To the extent permitted by applicable law and in accordance with
normal UK practice, the Company, SP Angel or any of their
respective affiliates, may make certain purchases of, or
arrangements to purchase, Ordinary Shares outside the United States
during the period in which the Tender Offer remains open for
participation, including sales and purchases of Ordinary Shares
effected by SP Angel acting as market maker in the Ordinary Shares.
These purchases, or other arrangements, may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. In order to be excepted from the requirements of
Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(10)
thereunder, such purchases, or arrangements to purchase, must
comply with applicable English law and regulation, including the
AIM Rules, and the relevant provisions of the US Exchange Act. Any
information about such purchases will be disclosed as required in
the UK and the United States and, if required, will be reported via
a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.
While the Tender Offer is being made available to Shareholders
in the United States, the right to tender Ordinary Shares is not
being made available in any jurisdiction in the United States in
which the making of the Tender Offer or the right to tender such
Ordinary Shares would not be in compliance with the laws of such
jurisdiction.
This announcement has not been approved, disapproved or
otherwise recommended by the US Securities and Exchange Commission
or any US state securities commission and such authorities have not
confirmed the accuracy or determined the adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables or forms may vary
slightly and figures shown as totals in certain tables or forms may
not be an arithmetic aggregation of the figures that precede
them.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the Business
Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on Website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on the Company's website at
www.holderstechnology.com by no later than 12 noon (London time) on
18 December 2023. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Defined Terms
Defined terms in this announcement have the same meaning as in
the Circular (unless otherwise specified).
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END
ROMFFAFEIEDSEDE
(END) Dow Jones Newswires
December 15, 2023 07:39 ET (12:39 GMT)
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