Result of General Meeting
Capital Limited announced that all resolutions presented at its General Meeting on December 11, 2025, were duly passed by poll, with over 99% of votes cast in favour for each resolution concerning the directors' authority to allot and issue Tranche 2 Placing Shares. These resolutions, which passed with 77.95% of the issued share capital voting in favour, will allow for the allotment and issuance of 8,909,303 Tranche 2 Placing Shares, with admission expected on December 15, 2025. Following this admission, the company's total issued share capital will be 225,303,781 Common Shares, representing the total number of voting rights.
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Capital Limited ("Capital" or the "Company") announces that, at the General Meeting held earlier today, the Resolutions set out in the Notice of General Meeting contained within the Circular published by the Company on 24 November 2025 were duly passed without amendment by a poll.
During today's General Meeting, Jamie Boyton (Executive Chair) gave a presentation followed by a Q&A session, for shareholders. The presentation can be found www.capdrill.com/investors/presentations.
The scrutineers of the poll were Computershare Investor Services PLC. The full text of each resolution is contained in the Notice of General Meeting, also available on the Company's website www.capdrill.com/investors/announcements. The number of votes received on each of the Resolutions is provided below.
| No. | Resolution | For | Against | Total Votes | Withheld | |||
|---|---|---|---|---|---|---|---|---|
| No. of votes | % of votes cast | No. of votes | % of votes cast | No. of votes | % of Issued Share Capital 1 | No. of votes 2 | ||
| 1 | Directors' authority to allot and issue the Tranche 2 Placing Shares for the purposes of bye-law 6.1 of the Company's Bye-Laws. | 168,246,291 | 99.74% | 441,623 | 0.26% | 168,687,914 | 77.95% | 0 |
| 2 | Directors' authority to allot and issue the Tranche 2 Placing Shares for cash other than on a pre-emptive basis for the purposes of Bye-law 6.3. 3 | 168,102,441 | 99.65% | 585,473 | 0.35% | 168,687,914 | 77.95% | 0 |
| No. | Resolution | For | Against | Total Votes | Withheld | |||
| No. of votes | % of votes cast | No. of votes | % of votes cast | No. of votes | % of Issued Share Capital 1 | No. of votes 2 | ||
| 3 | Directors' authority to allot and issue additional equity securities for cash other than on a pre-emptive basis for the purposes of Bye-law 6.3. 3 | 168,186,867 | 99.70% | 501,047 | 0.30% | 168,687,914 | 77.95% | 0 |
- The number of Common Shares in issue on 9 December 2025 was 216,394,478. Shareholders are entitled to one vote per Common Share.
- Passed as a special resolution.
Accordingly, the 8,909,303 Tranche 2 Placing Shares have now been allotted and issued subject only to Admission of such Tranche 2 Placing Shares. Applications have been made to the Financial Conduct Authority (the "FCA") and London Stock Exchange plc (the "LSE") respectively for the Tranche 2 Placing Shares to be admitted to the Equity Shares (Commercial Companies) category of the Official List of the FCA and to trading on the main market for listed securities of the LSE (together, "Admission"). It is expected that Admission will become effective at 8.00 a.m. on 15 December 2025.
Total Voting Rights
Following Admission of the Tranche 2 Placing Shares, which is expected to occur on 15 December 2025, the Company's issued share capital will comprise 225,303,781 Common Shares of US$0.0001 each. The Company does not hold any Common Shares in treasury. Therefore, the total number of voting rights in the Company will, following such Admission, be 225,303,781. From such Admission, 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 change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Capitalised terms not otherwise defined in the text of this Announcement have the meanings given in the Company's announcement dated 24 November 2025.
A copy of the Resolutions passed at the General Meeting will be submitted to the National Storage Mechanism where it will shortly be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and will also be available on the Company's website at www.capdrill.com/investors.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.