Result of General Meeting
Shareholders approve strategy shift to serial acquirer, debt-to-equity conversion, and new CFO appointment.
- Conversion Shares issued 5,676,780
- Debt converted to equity £794,750
- Annual interest cost reduction approximately £73,000
- Conversion Price 14 pence per share
- Issued share capital post-Admission 41,094,801 Ordinary Shares
- Shareholder approval 99%+ votes in favour
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Appointment of Interim CFO,
Grant of Options.
Dillistone Group Plc (AIM: DSG) is pleased to announce that all resolutions put to its General Meeting held today were duly passed on a poll, each with more than 99% of the votes cast in favour.
A total of 24,468,265 votes were cast, representing approximately 69.08% of the Company's issued share capital of 35,418,021 Ordinary Shares at the voting record time.
The votes cast are set out below:
| No. | Resolution | Type | For* | % | Against | % | Withheld |
|---|---|---|---|---|---|---|---|
| ORDINARY RESOLUTIONS | |||||||
| 1 | To approve the change to the Company's primary business strategy (the New Strategy) | Ordinary | 24,468,265 | 100% | 0 | 0% | |
| 2 | To approve the conversion of the Loans into Ordinary Shares | Ordinary | 24,467,179 | 99.996% | 1086 | 0.004% | |
| 3 | To approve electronic communications with Shareholders via the Company's website | Ordinary | 24,468,034 | 99.999% | 231 | 0.001% | |
| 4 | To approve the Dillistone Group 2026 Share Option Scheme | Ordinary | 24,467,179 | 99.996% | 1086 | 0.004% | |
| 5 | To authorise the Directors to allot Ordinary Shares in connection with the conversion of the Loans | Ordinary | 24,466,948 | 99.995% | 1317 | 0.005% | |
| 6 | To disapply statutory pre-emption rights in respect of the allotment of the Conversion Shares | Special | 24,466,948 | 99.995% | 1317 | 0.005% | |
* Votes "For" include discretionary votes given to the Chairman of the Meeting.
Change to the Company’s primary business strategy
Following the passing of Resolution 1, Shareholders have approved a change to the Company's primary business strategy as described in the circular to Shareholders dated 7 October 2026. Under the New Strategy, the Company will become a serial acquirer and long-term owner of established, owner-managed, cash-generative and profitable businesses. It will acquire all of, or majority stakes in, these businesses, principally in the UK, and may consider selected opportunities in Europe. Acquired businesses will keep a high degree of operational autonomy under a decentralised model. The Group will provide financial resources, governance and strategic oversight, and will reinvest cash flows into further acquisitions so that returns compound over time. The Group will continue to own and operate its existing software businesses through Ikiru People.
Conversion of Loans, Admission and Total Voting Rights
Following the passing of Resolutions 2, 5 and 6, the Conversion is now unconditional. The Company will issue 5,676,780 Conversion Shares at the Conversion Price of 14 pence per Ordinary Share to the holders of the Loans, releasing £794,750 of debt from the Group's balance sheet and reducing the Group's annual interest cost by approximately £73,000. Interest accrued on the Loans up to today will be paid in cash.
Application has been made to the London Stock Exchange for the Conversion Shares to be admitted to trading on AIM ("Admission"). Admission is expected to become effective, and dealings in the Conversion Shares to commence, at 8.00 a.m. on 27 October 2026. The Conversion Shares will rank pari passu in all respects with the existing Ordinary Shares.
Following Admission, the Company's issued share capital will comprise 41,094,801 Ordinary Shares, each carrying one vote. No Ordinary Shares are held in treasury. The figure of 41,094,801 may therefore 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 a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
The principal amount held by, and the number of new Ordinary Shares to be issued to, each holder of the Loans under the Conversion Agreement are set out below:
| Lender | Principal converted | New Ordinary Shares | Shares held immediately following the Conversion and Admission | % of enlarged share capital |
|---|---|---|---|---|
| Mike Love | £320,000 | 2,285,714 | 3,275,468 | 7.97% |
| Giles Fearnley | £135,000 | 964,285 | 1,447,720 | 3.52% |
| Jason Starr | £114,250 | 816,071 | 4,393,662 | 10.69% |
| Yuriko Starr | £120,000 | 857,142 | 857,142 | 2.09% |
| Ian Mackin | £30,000 | 214,285 | 228,356 | 0.56% |
| Simon Warburton | £23,000 | 164,285 | 441,575 | 1.07% |
| Paul Mather | £22,500 | 160,714 | 392,891 | 0.96% |
| Julie Pomeroy | £15,000 | 107,142 | 235,558 | 0.57% |
| Steven Hammond | £15,000 | 107,142 | 107,142 | 0.26% |
| Total | £794,750 | 5,676,780 | 11,379,514 | 27.69% |
Approval of 2026 Share Option Scheme
Following the passing of Resolution 4, the Company adopted the 2026 Share Option Scheme.
Granting of Options to CEO
Following the adoption of the scheme, 333,333 share options were granted to Gareth Hawkins, at a strike price of 22.5p per share and with a vesting period of 5 years.
Appointment of Company Secretary
The Board is pleased to announce that Paul Mather, Group Operations Director, has been appointed interim Company Secretary with immediate effect.
Appointment of Interim Chief Financial Officer
The Company has agreed terms with Samantha Skeaping, who will join the Group as Interim Chief Financial Officer on a fractional, consulting basis with effect from 2 November 2026. Sam succeeds Ian Mackin, who stepped down as Finance Director and Company Secretary on 15 October 2026, and will lead the Group's finance function and support the Board as the Group begins to implement the New Strategy. The appointment is not a Board appointment. The Board will update the market on its longer-term finance leadership arrangements in due course.
Commenting on today's announcement, Gareth Hawkins, Chief Executive Officer, said: "I am delighted that our shareholders have given their support to both our new strategy for Dillistone Group to pursue a serial-acquisition programme, and to the strengthening of our balance sheet through the conversion of debt to equity. I would like to thank all shareholders for the clear mandate they have given us.
I am also grateful to Paul for taking on the role of Company Secretary alongside his leadership of Ikiru People, and I look forward to welcoming our new Interim CFO, Sam, in November."
| 2 | Reason for the notification | |
| a) | Position/status | Non-Executive Chairman Non-Executive Director PCM PDMR Chief Operating Officers Non-Executive Director PDMR |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Dillistone Group plc |
| b) | LEI | 213800E9K3JGQ46ZS753 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of £0.05 each ISIN: GB00B13QQB40 |
| b) | Nature of the transaction | Conversion |
| c) | Price(s) and volume(s) | Price No. of shares 14p 14p 14p 14p 14p 14p 14p 964,285 816,071 857,142 164,285 160,714 107,142 107,142 |
| d) | Aggregated information - Aggregated volume - Price | N/A - Single transaction |
| e) | Date of the transaction | 26 October 2026 |
| f) | Place of the transaction | London Stock Exchange, AIM |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Gareth Hawkins |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Dillistone Group plc |
| b) | LEI | 213800E9K3JGQ46ZS753 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of £0.05 each ISIN: GB00B13QQB40 |
| b) | Nature of the transaction | Issue of Options |
| c) | Price(s) and volume(s) | Price No. of options 22.5p 333,333 |
| d) | Aggregated information - Aggregated volume - Price | N/A - Single transaction |
| e) | Date of the transaction | 26 October 2026 |
| f) | Place of the transaction | London Stock Exchange, AIM |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.