TIDMLVRT
RNS Number : 5839T
Levrett PLC
13 October 2017
Levrett plc
GM Results and Completion of Acquisition of Nuformix Limited
13 October 2017
The board of Levrett plc ("Levrett" or "the Company") is pleased
to announce the results of the general meeting of the Company held
today in connection with (amongst other matters):
-- the proposed acquisition of the entire issued share capital
of Nuformix Limited ("Nuformix") for a total consideration of
GBP12,000,000 to be settled through the issuance of new ordinary
shares in the Company at a price of 4 pence per share
("Consideration Shares") (the "Acquisition"), subject to
Shareholders' approval and re-admission to listing of its enlarged
share capital to the standard listing segment of the Official List
and to trading on the London Stock Exchange's Main Market
("Re-admission"); and
-- a placing, under which the Company will issue 57,500,000
Placing Shares at 4p per share ("Placing Shares"), to raise GBP2.3
million, conditional, inter alia, upon Re-Admission (the
"Placing").
At the general meeting of the Company, the resolutions proposed
in connection with the Acquisition, the Placing and other matters,
as set out in the prospectus to shareholders dated 15 September
2017 (the "Prospectus"), were duly passed on a show of hands in
respect of Resolution 1, 2, 4, 5 and 6 and by way of a poll in
respect of Resolution 3 as follows:
-- Resolution 1 - to approve the Acquisition (as defined in the Prospectus);
-- Resolution 2 - to authorise the directors to allot relevant
equity securities up to an aggregate nominal amount of
GBP519,250.00;
-- Resolution 3 - to approve the waiver of any obligation which
might otherwise arise under Rule 9 of UK City Code on Takeovers and
Mergers;
-- Resolution 4 - to approve the issue of the Options, Whitman
Howard Warrants, Shakespeare Martineau Warrants and Existing
Director Warrants (each as defined in the Prospectus);
-- Resolution 5 - to change the name of the Company to Nuformix
plc on completion of the Acquisition and the Placing (as defined in
the Prospectus); and
-- Resolution 6 - to disapply statutory pre-emption rights in
respect of the issue and allotment of Ordinary Shares (as defined
in the Prospectus) pursuant to (a) the New Ordinary Shares,
Consideration Shares, Success Fee Shares, Convertible Loan Note
Shares and Whitman Howard Fee Shares and (b) valid exercise of the
Options and (c) valid exercise of the Whitman Howard Warrants,
Shakespeare Martineau Warrants, Convertible Loan Note Warrants and
Existing Director Warrants and (d) in addition, up to a further
46,075,000 Ordinary Shares.
Following the issue of the New Ordinary Shares, Consideration
Shares, Success Fee Shares and Whitman Howard Fee Shares, the
capital of the Company consists of 460,750,000 ordinary shares of
0.1 pence each, none of which are held in treasury. The total
number of voting rights in the Company is, therefore,
460,750,000.
Application will shortly be made for the enlarged share capital
to be admitted to the Official List and to trading on the main
market of the London Stock Exchange. It is expected that admission
will become effective and that trading will commence on 16 October
2017.
On Re-Admission, each of Dan Gooding, David Tapolczay, Joanne
Holland and Kirk Siderman-Wolter will be appointed as directors of
the Company and Pascal Hughes and Anthony Reeves will step down as
directors of the Company.
The number of proxy votes received in relation to Resolution 1
were as follows:
Votes Resolution 1
--------------- ------------------
For 46,911,330 (100%)
--------------- ------------------
Against 0 (0%)
--------------- ------------------
Discretion of
chairman 0 (0%)
--------------- ------------------
Discretion of
third party 0 (0%)
--------------- ------------------
Withheld 0
--------------- ------------------
The number of proxy votes received in relation to Resolution 2
were as follows:
Votes Resolution 2
--------------- ------------------
For 46,911,330 (100%)
--------------- ------------------
Against 0 (0%)
--------------- ------------------
Discretion of
chairman 0 (0%)
--------------- ------------------
Discretion of
third party 0 (0%)
--------------- ------------------
Withheld 0
--------------- ------------------
The results of the poll in relation to Resolution 3 were as
follows:
Votes Resolution 3
--------- ------------------
For 46,548,343 (100%)
--------- ------------------
Against 0 (0%)
--------- ------------------
The number of proxy votes received in relation to Resolution 4
were as follows:
Votes Resolution 4
--------------- ------------------
For 46,798,343 (100%)
--------------- ------------------
Against 0 (0%)
--------------- ------------------
Discretion of
chairman 0 (0%)
--------------- ------------------
Discretion of
third party 0 (0%)
--------------- ------------------
Withheld 112,987
--------------- ------------------
The number of proxy votes received in relation to Resolution 5
were as follows:
Votes Resolution 5
--------------- ------------------
For 46,911,330 (100%)
--------------- ------------------
Against 0 (0%)
--------------- ------------------
Discretion of
chairman 0 (0%)
--------------- ------------------
Discretion of
third party 0 (0%)
--------------- ------------------
Withheld 0
--------------- ------------------
The number of proxy votes received in relation to Resolution 6
were as follows:
Votes Resolution 6
--------------- --------------------
For 46,801,325 (99.77%)
--------------- --------------------
Against 110,005 (0.23%)
--------------- --------------------
Discretion of
chairman 0 (0%)
--------------- --------------------
Discretion of
third party 0 (0%)
--------------- --------------------
Withheld 0
--------------- --------------------
A copy of the resolutions passed at the above meeting will
shortly be available for inspection on both Levrett plc's website
(www.levrett.com), Nuformix Limited's website (www.nuformix.com) as
well as at the National Storage Mechanism
(www.morningstar.co.uk/uk/NSM).
If you have any queries or require further information, please
contact:
Levrett plc
John Lidgey - Chairman +44 (0)20 7183 4342
Whitman Howard Limited
Financial Advisor to Levrett plc
Nick Lovering +44 (0)20 7659 1234
Gable Communications Ltd +44 (0)20 7193 7463
Financial Public Relations
John Bick levrett@gablecommunications.com
Justine James
Nuformix Limited
Dan Gooding - Chief Executive Officer +44 (0)1223 423 667
This information is provided by RNS
The company news service from the London Stock Exchange
END
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