Wise PLC Regulatory Approval (6442T)
26 November 2021 - 2:46AM
UK Regulatory
TIDMWISE
RNS Number : 6442T
Wise PLC
25 November 2021
Wise PLC
25 November 2021
Approval for the removal of voting caps
As disclosed in Wise's prospectus in respect of its listing on
the London Stock Exchange in July 2021 (the "Prospectus") , and as
set out in Wise's articles of association (the "Articles"), there
are certain caps in respect of the number of votes that each group
of class B ordinary shareholders is entitled to exercise by virtue
of its consolidated holding of class B ordinary shares. Pursuant to
the Articles, such voting caps are set in respect of all class B
ordinary shareholder groups at one vote below 25% of the aggregate
number of votes attaching to shares eligible to be case in respect
of each shareholder resolution until such time as:
(i) the mandatory regulatory approval required from the Hong
Kong Customers and Excise Department with respect to the control of
issued share capital, voting rights, and/or management of Wise has
been granted;
(ii) the mandatory regulatory approvals required from the U.S.
states of New York and Virginia with respect to the control of
issued share capital, voting rights, and/or management of Wise has
been granted; and
(iii) the satisfaction of conditions (i) and (ii) above has been
confirmed by a resolution of Wise's board of directors.
Wise today announces the satisfaction of the conditions set out
above. As a result (pursuant to the Articles and as disclosed in
the Prospectus), the voting caps in respect of class B ordinary
shareholders have been increased as follows:
- the number of votes that each class B ordinary shareholder
group (other than Kristo Käärmann's class B ordinary shareholder
group) is entitled to exercise by virtue of its consolidated
holding of class B ordinary shares shall be capped at one vote
below 35% of the aggregate number of votes attaching to shares
eligible to be cast in respect of each shareholder resolution;
and
- the number of votes that Kristo Käärmann's class B ordinary
shareholder group is entitled to exercise by virtue of its
consolidated holding of class B ordinary B ordinary shares shall be
capped at one vote below 50% of the aggregate number of votes
attaching to shares eligible to be cast in respect of each
shareholder resolution.
As a result of this increase in voting cap, Wise's CEO and
Co-Founder, Kristo Käärmann, shall, by virtue of his class B
ordinary shareholder group's shareholding as of the date of this
announcement, be entitled to 41.1% of the voting rights in respect
of shareholder decisions.
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