Result of General Meeting
Pristine Capital PLC announced that all resolutions proposed at its General Meeting were passed, allowing the company to proceed with its Proposals, including a Subscription, the issue of Investor and Creditor CLNs, a Settlement, and a Capital Reorganisation, subject to remaining conditions such as the restoration of its listing. The Capital Reorganisation will involve a sub-division and consolidation of shares, where every 100 Existing Ordinary Shares will become one Consolidated Ordinary Share and 100 Deferred Shares. The company has also adopted new Articles of Association, which include a provision for ceasing operations by 30 July 2027 if an initial transaction is not completed. The listing and trading of the company's shares remain suspended, with further updates on the restoration timeline to be provided.
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THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR").
PRISTINE CAPITAL PLC
("Pristine" or the "Company")
Result of General Meeting and update on the Proposals
Pristine Capital Plc (LSE: PRIS), the Main Market cash shell, announces that, at the General Meeting held at 10.00 a.m. today, all of the Resolutions set out in the notice of General Meeting contained in the circular to Shareholders dated 9 October 2026 (the “Circular”) were duly passed on a show of hands. Resolutions 1 to 3 were proposed as ordinary resolutions and Resolutions 4 and 5 were proposed as special resolutions. Accordingly, the Company is now able to proceed with the Proposals, including, inter alia, the Subscription, the issue of the Investor CLN and the Creditor CLNs, the Settlement and the Capital Reorganisation, subject to the remaining conditions described in the Circular including restoration of the listing and of trading in the Consolidated Ordinary Shares.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Circular, a copy of which is available on the Company's website at www.pristinecapitalplc.com.
Result of the General Meeting
Details of the proxy votes received in respect of each Resolution are set out below:
| No. | Resolution | Votes For* | % | Votes Against | % | Total votes validly cast | % of issued share capital voted | Votes Withheld** |
|---|---|---|---|---|---|---|---|---|
| 1 | Ordinary: to approve the Sub-division | 58,737,410 | 98.57% | 850,000 | 1.43% | 59,587,410 | 37.07% | 1,150,000 |
| 2 | Ordinary: to approve the Consolidation | 58,737,410 | 98.57% | 850,000 | 1.43% | 59,587,410 | 37.07% | 1,150,000 |
| 3 | Ordinary: to authorise the Directors to allot Relevant Securities | 59,987,410 | 98.77% | 750,000 | 1.23% | 60,737,410 | 37.79% | Nil |
| 4 | Special: to adopt the New Articles | 59,487,410 | 97.94% | 1,250,000 | 2.06% | 60,737,410 | 37.79% | Nil |
| 5 | Special: to disapply statutory pre-emption rights | 57,737,410 | 95.06% | 3,000,000 | 4.94% | 60,737,410 | 37.79% | Nil |
* Proxy votes "For" include those votes giving the Chairman discretion.
As at the date of the General Meeting, the Company's issued share capital comprised 160,724,100 Existing Ordinary Shares of 1 pence each, each carrying one vote. The Company does not hold any shares in treasury.
In accordance with UKLR 13.3.9R, a copy of the Resolutions passed at the General Meeting will shortly be submitted to the National Storage Mechanism.
Capital Reorganisation
Following the passing of Resolutions 1 and 2, the Company is able to implement the Capital Reorganisation. The Record Date and the effective date for the Capital Reorganisation have not yet been determined. Under the Capital Reorganisation, every 100 Existing Ordinary Shares will be replaced by one Consolidated Ordinary Share of 1 pence and 100 Deferred Shares of 0.99 pence each.
Immediately following the Capital Reorganisation, the Company will have 1,607,241 Consolidated Ordinary Shares and 160,724,100 Deferred Shares in issue. The Consolidated Ordinary Shares will carry the same rights as the Existing Ordinary Shares and will have the ISIN GB00BVLCTC60 and SEDOL BVLCTC6. The TIDM will remain as PRIS. The Deferred Shares will carry very limited rights, will not be listed or admitted to trading on any market and will not be transferable other than in accordance with the New Articles.
Shareholders holding fewer than 100 Existing Ordinary Shares at the Record Date will not be entitled to any Consolidated Ordinary Shares. Fractional entitlements arising from the Consolidation will be dealt with as set out in paragraph 7 of the Letter from the Chairman in the Circular, save that amounts of less than £3.00 will be retained by the Company.
Adoption of the New Articles
Following the passing of Resolution 4, the Company has adopted the New Articles, which set out the rights attaching to the Deferred Shares and include the provisions required by UKLR 13.2.1R. A copy of the New Articles will shortly be available on the Company's website at www.pristinecapitalplc.com.
Under the New Articles, if the Company has not completed an initial transaction by 30 July 2027 it will cease operations, subject to any extension of that period approved by its public shareholders, or otherwise permitted, in accordance with UKLR 13.2.1R.
Implementation of the Proposals and restoration of listing
Following the passing of the Resolutions, the Company can proceed with the Proposals, including the Subscription, the issue of the Investor CLN and the Creditor CLNs, the Settlement, the Capital Reorganisation and the changes to the Board, subject to satisfaction of the remaining conditions described in the Circular, including restoration of the listing.
The listing of, and trading in, the Company’s ordinary shares remain suspended. The Company is liaising with the FCA regarding the timing of the restoration of the listing and implementation of the Capital Reorganisation. Accordingly, the timing of Completion, the Subscription, the issue of the Investor CLN and the Creditor CLNs, the Capital Reorganisation, Admission and the related Board changes has not yet been determined.
The Company will provide further updates, including the Record Date and the timetable for implementation of the Proposals and restoration of trading, in due course.
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