Result of General Meeting
RentGuarantor Holdings PLC announced that all resolutions were passed at its General Meeting, with near-unanimous support for resolutions concerning the allotment and pre-emption rights for subscription shares and equity securities. Following these approvals, 20,346,034 new ordinary shares are expected to be admitted to AIM on November 28, 2025, alongside an equal number of warrants. Additionally, Southpaw Ltd, controlled by CEO Paul Foy, will complete the sale of 3,180,000 existing ordinary shares, and Paul Foy will transfer 2,200,400 shares to Ruvso Holdings Ltd for nil consideration, with no change in ultimate beneficial ownership. Post-admission, the total number of ordinary shares in issue will be 145,264,183, resulting in 145,264,183 total voting rights.
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Director/PDMR Shareholdings
RentGuarantor (AIM: RGG), a provider of rent guarantee services to prospective tenants across the socio-economic spectrum wishing to rent property in the UK1 private rental sector, is pleased to announce that at the Company's General Meeting, which was held earlier today (the "GM"), all resolutions were duly passed.
Details of the proxy voting on each resolution are set out below:
| Resolution | Votes For | Votes Against | Votes Withheld* | Total votes cast (excluding Withheld)* | ||
|---|---|---|---|---|---|---|
| No. of Ordinary Shares voted for | % of Votes cast* | No. of Ordinary Shares voted against | % of votes cast* | No. of Ordinary Shares | ||
| 1. Authority to allot the Subscription Shares | 79,765,918 | 99.996% | 3,500 | 0.0044% | - | 79,769,418 |
| 2. Disapplication of statutory pre-emption rights in respect of the Subscription Shares. | 79,765,918 | 99.996% | 3,500 | 0.0044% | - | 79,769,418 |
| 3. Approving the issue of Equity Securities in respect of the Warrants and any Ordinary Shares resulting from their exercise | 79,765,912 | 99.996% | 3,506 | 0.0044% | - | 79,769,418 |
| 4. Disapplication of statutory pre-emption rights in respect of the Equity Securities | 79,765,918 | 99.996% | 3,500 | 0.0044% | - | 79,769,418 |
| 5. Authority to allot further Ordinary Shares | 79,765,918 | 99.996% | 3,500 | 0.0044% | - | 79,769,418 |
| 6. Disapplication of statutory pre-emption rights in respect of the further Ordinary Shares | 79,765,918 | 99.996% | 3,500 | 0.0044% | - | 79,769,418 |
Admission
As a result of the passing of the Resolutions at the GM, and as announced on 7 November 2025, it is expected that a total of 20,346,034 new Ordinary Shares will be admitted to trading on AIM at 8.00 a.m. on 28 November 2025 ("Admission").
Upon Admission, the Company will also issue a total of 20,346,034 Warrants to the subscribers in the Subscription, as set out in the Company's announcement of 7 November 2025.
Secondary sale of existing shares and PDMR share transfer
Further to the Company's announcement on 10 November 2025, the sales of a total of 3,180,000 existing Ordinary Shares by Southpaw Ltd, a company controlled by Paul Foy, RentGuarantor's CEO and Founder ("Southpaw"), are to be completed upon Admission.
In Addition, Paul Foy, has today arranged to transfer 2,200,400 existing Ordinary Shares owned directly by him to Ruvso Holdings Ltd (a company controlled by Paul Foy) for nil consideration, to be completed upon Admission, with no change in ultimate beneficial ownership.
Significant Shareholders' Shareholdings
The Company is aware of the following significant shareholders in the Company (as defined in the AIM Rules for Companies) and the holdings of the Directors, whose percentage interest in the Company's enlarged share capital will be revised following Admission, as follows:
| Significant Shareholders | Number of Existing Ordinary Shares | % of Existing Ordinary Shares | Number of Subscription Shares subscribed at the Issue Price | Number of Ordinary Shares held on Admission | % of Enlarged Share Capital on Admission |
|---|---|---|---|---|---|
| Paul Foy (CEO) | 46,783,110* | 37.45%* | - | 43,603,110** | 30.02%** |
| Paul Ian Victor | 7,561,808 | 6.05% | - | 7,561,808 | 5.21% |
| Michael Kenny | 5,824,215 | 4.66% | - | 5,824,215 | 4.01% |
| John Paul O'Donoghue | 5,447,720 | 4.36% | - | 5,447,720 | 3.75% |
| Martin Flatley | 5,087,627 | 4.07% | - | 5,087,627 | 3.50% |
| David Foy | 3,775,536 | 3.02% | - | 3,775,536 | 2.60% |
| Graham Duncan (Non-Executive Chairman) | 633,333 | 0.51% | - | 633,333 | 0.44% |
| Kieron Becerra (Chief Financial Officer) | 2,100,000 | 1.68% | - | 2,100,000 | 1.45% |
| Emma Foy (Chief Operating Officer) | 10,000 | 0.01% | - | 10,000 | 0.007% |
| David Cliff (Non-Executive Director) | 225,555 | 0.18% | - | 225,555 | 0.16% |
* Paul Foy (the Company's Founder and Chief Executive Officer) is a director of and the owner and ultimate beneficiary of Southpaw Limited which has a pre-Admission interest of 31.17% in the Company and Ruvso Holdings Ltd which has a pre-Admission interest of 4.41% interest in the Company (both of which are Gibraltar registered companies). Emma Foy is also a director of Southpaw Limited and Ruvso Holdings Ltd. Paul Foy also has a pre-Admission 1.76% direct interest in the Company, with his partner, Caroline Dixon (who is also a director of Southpaw Limited and Ruvso Holdings Ltd), having a pre-Admission 0.11% interest in the Company. Paul Foy therefore is considered to have a total pre-Admission interest of 37.45% in the Company.
** Figures include the completion of the Secondary Sale of 3,180,000 existing Ordinary Shares by Southpaw Ltd that were conditional on Admission, as announced on 10 November 2025 and the transfer of 2,200,400 existing Ordinary Shares owned directly by Paul Foy to Ruvso Holdings Ltd to be completed upon Admission. Following Admission, Southpaw Limited will have an interest of 35,760,700 existing Ordinary Shares in the Company (equivalent to 24.62% of the voting rights in the Company) and Ruvso Holdings Ltd will have an interest of 7,707,050 existing Ordinary Shares in the Company (equivalent to 5.31% of the voting rights in the Company. Following Admission, Paul Foy will not have a direct interest in the Company, and his partner, Caroline Dixon will have a 0.09% interest in the Company. Following Admission, Paul Foy will therefore be considered to have a total interest of 30.02% in the Company.
The notifications below, made in accordance with the requirements of the UK Market Abuse Regulation, provide further details of transactions by persons discharging managerial responsibilities and persons closely associated.
Total Voting Rights
Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 145,264,183 with each Ordinary Share carrying the right to one vote. There are no Ordinary Shares held in treasury and therefore the total number of voting rights in the Company is expected to be 145,264,183. The above 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 a change to their interest in, the share capital of the Company under the FCA's Disclosure, Guidance and Transparency Rules.
Capitalised terms used but not defined in this announcement have the same meanings as set out in the circular to Shareholders dated 10 November 2025.
To engage with this announcement on our Investor Hub, please use the following link: https://investorhub.rentguarantor.com/link/eY276r
| a) | Name | Southpaw Ltd | ||||||||||||||||||||
| 2. | Reason for the Notification | |||||||||||||||||||||
| a) | Position/status | Southpaw Ltd is a person closely associated with PDMR Paul Foy (Chief Executive Officer) | ||||||||||||||||||||
| b) | Initial notification/Amendment | Initial Notification | ||||||||||||||||||||
| a) | Name | RentGuarantor Holdings Plc | ||||||||||||||||||||
| b) | LEI | 2138003DCB4A9L6GVK13 | ||||||||||||||||||||
| a) | Description of the Financial instrument, type of instrument | Ordinary Shares of 10 pence each | ||||||||||||||||||||
| Identification code | ISIN: GB00BSVJ8W91 | |||||||||||||||||||||
| b) | Nature of the transaction | Sale of existing Ordinary Shares | ||||||||||||||||||||
| b) | Price(s) and volume(s) |
| ||||||||||||||||||||
| d) | Aggregated information: - Aggregated volume - Price | 2,180,000 12.5p | ||||||||||||||||||||
| e) | Date of the transaction | 6 November 2025 to be completed on 28 November 2025 | ||||||||||||||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||||||||||||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||||||||||||||||
| a) | Name | Southpaw Ltd | ||||||||||||||||||||
| 2. | Reason for the Notification | |||||||||||||||||||||
| a) | Position/status | Southpaw Ltd is a person closely associated with PDMR Paul Foy (Chief Executive Officer) | ||||||||||||||||||||
| b) | Initial notification/Amendment | Initial Notification | ||||||||||||||||||||
| a) | Name | RentGuarantor Holdings Plc | ||||||||||||||||||||
| b) | LEI | 2138003DCB4A9L6GVK13 | ||||||||||||||||||||
| a) | Description of the Financial instrument, type of instrument | Ordinary Shares of 10 pence each | ||||||||||||||||||||
| Identification code | ISIN: GB00BSVJ8W91 | |||||||||||||||||||||
| b) | Nature of the transaction | Sale of existing Ordinary Shares | ||||||||||||||||||||
| b) | Price(s) and volume(s) |
| ||||||||||||||||||||
| d) | Aggregated information: - Aggregated volume - Price | 1,000,000 12.5p | ||||||||||||||||||||
| e) | Date of the transaction | 10 November 2025 to be completed on 28 November 2025 | ||||||||||||||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||||||||||||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||||||||||||||||
| a) | Name | Ruvso Holdings Ltd | ||||||||||||||||||||
| 2. | Reason for the Notification | |||||||||||||||||||||
| a) | Position/status | Ruvso Holdings Ltd is a person closely associated with PDMR Paul Foy (Chief Executive Officer) | ||||||||||||||||||||
| b) | Initial notification/Amendment | Initial Notification | ||||||||||||||||||||
| a) | Name | RentGuarantor Holdings Plc | ||||||||||||||||||||
| b) | LEI | 2138003DCB4A9L6GVK13 | ||||||||||||||||||||
| a) | Description of the Financial instrument, type of instrument | Ordinary Shares of 10 pence each | ||||||||||||||||||||
| Identification code | ISIN: GB00BSVJ8W91 | |||||||||||||||||||||
| b) | Nature of the transaction | Transfer of existing Ordinary Shares from Paul Foy to Ruvso Holdings Ltd | ||||||||||||||||||||
| b) | Price(s) and volume(s) | Price(s) Volume(s) Nil consideration 2,200,400 | ||||||||||||||||||||
| d) | Aggregated information: - Aggregated volume - Price | 2,200,400 Nil consideration | ||||||||||||||||||||
| e) | Date of the transaction | 27 November 2025 to be completed on 28 November 2025 | ||||||||||||||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||||||||||||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||||||||||||||||
| a) | Name | Paul Foy | ||||||||||||||||||||
| 2. | Reason for the Notification | |||||||||||||||||||||
| a) | Position/status | PDMR (Chief Executive Officer) | ||||||||||||||||||||
| b) | Initial notification/Amendment | Initial Notification | ||||||||||||||||||||
| a) | Name | RentGuarantor Holdings Plc | ||||||||||||||||||||
| b) | LEI | 2138003DCB4A9L6GVK13 | ||||||||||||||||||||
| a) | Description of the Financial instrument, type of instrument | Ordinary Shares of 10 pence each | ||||||||||||||||||||
| Identification code | ISIN: GB00BSVJ8W91 | |||||||||||||||||||||
| b) | Nature of the transaction | Transfer of existing Ordinary Shares from Paul Foy to Ruvso Holdings Ltd | ||||||||||||||||||||
| b) | Price(s) and volume(s) | Price(s) Volume(s) Nil consideration 2,200,400 | ||||||||||||||||||||
| d) | Aggregated information: - Aggregated volume - Price | 2,200,400 Nil consideration | ||||||||||||||||||||
| e) | Date of the transaction | 27 November 2025 to be completed on 28 November 2025 | ||||||||||||||||||||
| f) | Place of the transaction | Outside a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.