Result of General Meeting
Shareholders approved B Share redesignation and Ingenuity distribution with 88.71% voting in favour.
- Votes in favour 836,746,296
- Votes in favour as % of votes cast 88.71%
- Votes against 106,496,194
- Ordinary Shares to be redesignated as B Shares 204,081,632
- Ingenuity Shares to be distributed 204,081,632
- Issued share capital represented by votes cast 61.81%
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Following the General Meeting which was held earlier today, the Company announces that the Resolution relating to the B Share Redesignation and the Ingenuity Distribution, further details of which are contained in the circular relating to the Demerger which was made available to Shareholders on 28 November 2024 (the "Circular"), was duly passed as a special resolution on a poll vote.
The detailed results of the voting are as follows:
| FOR | AGAINST | WITHHELD | VOTES CAST | |||||
|---|---|---|---|---|---|---|---|---|
| Resolution | Total votes in favour | % of votes cast | Total votes against | % of votes cast | Votes withheld | % of votes cast | Total number of votes cast | % of issued share capital |
| Conditional upon such number of elections having been made as will enable 100 per cent. of the Ingenuity Shares to be distributed, the approval of the redesignation of Ordinary Shares in respect of which valid elections have been made as B Shares and the distribution of Ingenuity Shares to holders of the B Shares by the Company | 836,746,296 | 88.71 | 106,496,194 | 11.29 | 2,833,496 | 0.00 | 943,242,490 | 61.81 |
Notes:
- Votes in favour include votes in respect of which the Chair of the General Meeting was given discretion regarding how to vote.
- Percentages of votes in favour and votes against are expressed as a proportion of the total number of votes cast (which does not include votes withheld).
- A "vote withheld" is not a vote under English law and is not counted in the calculation of votes "for" or "against" the Resolution.
Results of elections for B Shares
Following the Election Return Time and the record date for receipt of B Shares, the Company announces that:
- valid elections have been received in respect of 100 per cent. of the Ingenuity Shares held by the Company;
- valid elections to participate in the B Share Redesignation and Ingenuity Distribution have been made in respect of 424,005,142 Ordinary Shares, including 326,455,745 Ordinary Shares in respect of which over elections were received by the Company;
- as sufficient elections have been received to satisfy the aggregate amount of the Guaranteed Entitlement (being 13.3728458539443 per cent. of the issued share capital of the Company as at 26 November 2024) and following the pro rata scale back of Ordinary Shares in respect of which over elections were received by the Company and the rounding down of any fractional entitlements to the nearest whole number (or to nil as the case may be), 204,081,632 Ordinary Shares will be redesignated as B Shares on 30 December 2024 and 204,081,632 Ingenuity Shares will be distributed to holders of B Shares on 2 January 2025;
- elections were satisfied in respect of 32.63299317 per cent. of the Ordinary Shares in respect of which over elections were received by the Company; and
- once the B Share Redesignation has completed, the number of Ordinary Shares in the capital of the Company will be reduced by 204,081,632 Ordinary Shares to 1,322,058,529 Ordinary Shares and, once the Ingenuity Distribution has been made and the B Shares have been redesignated as Deferred 1 Shares, the number of Deferred 1 Shares in the capital of the Company will be increased by 204,081,632 Deferred 1 Shares.
Transfer to Escrow of uncertificated Ingenuity Shares
Shareholders are reminded that, following completion of the Demerger, the Ingenuity Shareholders' Agreement requires Ingenuity Shareholders who receive Ingenuity Shares in uncertificated form to transfer those uncertificated Ingenuity Shares into escrow in accordance with the instructions set out under the "Matched Bargain Facility" heading of the Company's announcement dated 17 December 2024 relating to the Ingenuity Shareholders' Agreement and Ingenuity Articles.
Expected timetable of principal events
The expected timetable of principal events set out in the announcement released by the Company on 28 November 2024 remains unchanged:
| Event | Time and/or date |
| Electing Ordinary Shares redesignated as B Shares | 30 December 2024 |
| CREST accounts credited with unsuccessfully elected Ordinary Shares | 30 December 2024 |
| Payment Date of Ingenuity Distribution | 2 January 2025 |
| CREST accounts of relevant Electing Shareholders credited with Ingenuity Shares | 2 January 2025 |
| B Shares convert into Deferred 1 Shares | 2 January 2025 |
| Return of share certificates or balance share certificates in respect of unsuccessfully elected Ordinary Shares | By 16 January 2025 |
| Despatch of share certificates in respect of Ingenuity Shares | By 16 January 2025 |
| Deferred 1 Shares repurchased by the Company and cancelled | No earlier than 2 January 2026 |
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Circular. All references to times in this announcement are to London time unless stated otherwise.
Information regarding forward-looking statements
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