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RNS Number : 5816C
Gresham Technologies PLC
21 June 2021
Gresham Technologies plc
Result of General Meeting
Gresham Technologies plc (LSE: "GHT", "Gresham", "Company"), the
leading software and services company that specialises in providing
solutions for data integrity and control, banking integration,
payments and cash management, announces that, at the General
Meeting held earlier today in connection with the acquisition of
Electra Information Systems, Inc., all resolutions set out in the
Circular and Notice of General Meeting dated 1 June 2021 were duly
passed by means of a poll vote. Accordingly, the Transaction will
complete immediately prior to admission of the New Ordinary Shares
to trading, expected to occur on 22 June 2021.
Details of the proxy votes received from Shareholders in respect
of the General Meeting are as follows:
Resolution Votes % Votes Votes % Votes Votes % Votes Total
For For Against Against Withheld Withheld % instructed
To approve
the acquisition
of Electra
Information
Systems,
1 Inc. 39,383,931 99.99% 3,000 0.01% 8,103,387 17.06% 67.65%
To disapply
pre-emption
rights
in respect
of the
2 Placing 39,380,431 99.98% 6,500 0.02% 8,103,387 17.06% 67.65%
To further
disapply
pre-emption
rights
in respect
of the
Retail
3 Offer 39,380,431 99.98% 6,500 0.02% 8,103,387 17.06% 67.65%
Notes:
-- The full text of each of the resolutions is contained in the
Circular and Notice of General Meeting dated 1 June 2021, which is
available on the Company's website at
www.greshamtech.com/invest-in-us .
-- Proxy appointments (if any) which gave discretion to the
Chairman of the General Meeting have been included in the "For"
total for the appropriate resolution.
-- A "Withheld" vote is not a vote in law and is not counted in
the calculation of the proportion of the votes cast "For" or
"Against" a resolution.
-- The "Total % instructed" is the total of votes instructed in
respect of that resolution (i.e. the total votes cast "For",
"Against" and "Withheld" for that resolution) expressed as a
percentage of the Company's issued share capital.
-- The issued share capital of the Company as at 20 June 2021
comprised 70,201,458 ordinary shares of 5p each. No shares are held
in treasury.
Ian Manocha, Gresham's CEO, commented:
"We are delighted to confirm the acquisition of Electra
Information Systems and to have received such strong support from
existing shareholders, new institutions, retail investors, and from
our Board and management. This transformative initiative gives us
scale in the important North American market and puts the enlarged
Group in a leadership position in buy-side capital markets. Over
the coming months, we will be globalising our operations to deliver
on the benefits of this transaction for our customers and
shareholders, as we execute our ambitious plan to build out a
leading global financial technology business. We look forward to
providing an update at the interim results in July 2021."
Application has been made for admission of the 13,125,000 New
Ordinary Shares to trading on the Main Market of the London Stock
Exchange and to the premium listing segment of the Official List,
with dealings expected to commence at 8.00 a.m. on 22 June
2021.
Following Admission of the New Ordinary Shares, w hich will rank
pari passu with all the Existing Ordinary Shares, the Company will
have a total of 83,326,458 Ordinary Shares with voting rights in
issue. The Company currently holds no shares in treasury. The above
figure may be used by Shareholders as the denominator for the
calculations by which they will determine whether they are required
to notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules.
In accordance with Listing Rule 9.6.2R, a copy of the
resolutions passed at the General Meeting will shortly be submitted
to the National Storage Mechanism and will be available to view at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . A copy
will also be made available on the Company's website at
https://www.greshamtech.com/invest-in-us .
Capitalised terms used in this announcement have the meanings
given to them in the Proposed Acquisition, Placing and Retail Offer
announcement released by the Company on 28 May 2021.
The person responsible for making this announcement on behalf of
the Company is Jonathan Cathie, Company Secretary.
Enquiries
+44 (0) 207 653
Gresham Technologies plc 0200
Ian Manocha
Tom Mullan
+44 (0) 207 496
N+1 Singer (Financial Adviser and Broker) 3000
Shaun Dobson / Tom Salvesen / Jen Boorer / Iqra
Amin
Note to editors
Gresham Technologies plc is a leading software and services
company that specialises in providing real-time solutions for data
integrity and control, banking integration, payments and cash
management. Listed on the main market of the London Stock Exchange
(GHT.L) and headquartered in the City of London, its customers
include some of the world's largest financial institutions and
corporates, all of whom are served locally from offices located in
the UK, Europe, North America and Asia Pacific.
Gresham's award-winning Clareti software platform is a highly
flexible and scalable platform, available on-site or in the cloud,
designed to address today's most challenging financial control,
risk management, data governance and regulatory compliance
problems. Learn more at www.greshamtech.com .
IMPORTANT NOTICES
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Bookrunner or by any of its affiliates or agents (or any of their
respective directors, officers, employees or advisers) as to, or in
relation to, the contents of the information contained in this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, or any other statement made or purported to be made by or
on behalf of the Bookrunner or any of its affiliates in connection
with the Company, the Placing Shares, Retail Offer Shares, the
Placing or the Retail Offer and any liability therefor is expressly
disclaimed. The Bookrunner and its affiliates accordingly disclaim
all and any liability, whether arising in tort, contract or
otherwise in respect of any statements or other information
contained in this announcement and no representation or warranty,
express or implied, is made by the Bookrunner or any of its
affiliates as to the accuracy, completeness or sufficiency of the
information contained in this announcement.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy or completeness.
This announcement does not constitute, and should not be
construed as, an offer to purchase or sell or issue securities, or
otherwise constitute an inducement, invitation, commitment,
solicitation or recommendation to any person to purchase, subscribe
for, or otherwise acquire securities in Gresham or any of its
affiliates, or constitute an inducement to enter into any
investment activity in any jurisdiction. Nothing contained in this
announcement is intended to, nor shall it, form the basis of, or be
relied on in connection with, any contract or commitment whatsoever
and, in particular, must not be used in making any investment
decision.
N+1 Capital Markets is regulated in the United Kingdom by the
Financial Conduct Authority. N+1 Capital Markets is acting
exclusively for the Company and no one else in connection with the
Placing, the content of this announcement and other matters
described in this announcement. N+1 Capital Markets will not regard
any other person as its client in relation to the Placing, the
content of this announcement and other matters described in this
announcement and will not be responsible to anyone (including any
placees) other than the Company for providing the protections
afforded to its clients or for providing advice to any other person
in relation to the Placing, the content of this announcement or any
other matters referred to in this announcement.
Neither the contents 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.
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END
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(END) Dow Jones Newswires
June 21, 2021 08:16 ET (12:16 GMT)
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