Result of GM and completion of Capital Raising
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Thruvision Group plc (AIM: THRU), the leading provider of walk-through security technology (the "Company" and, together with its subsidiary undertakings, the "Group"), announces that following the General Meeting ("GM") held earlier today, all Resolutions were duly passed by the requisite majority. The number of proxies received in respect of each resolution were as follows:
| Resolution | Total votes for | % | Total votes against | % | Total votes cast | Votes withheld | |
|---|---|---|---|---|---|---|---|
| 1. | Authority for Directors to allot equity securities | 107,552,733 | 99.99 | 10,040 | 0.01 | 107,562,773 | 93,085 |
| 2. | Authority for Directors to allot equity securities for cash on a non-pre-emptive basis | 107,370,131 | 99.82 | 192,642 | 0.18 | 107,562,773 | 93,085 |
Notes
- Any proxy appointments which gave discretion to the Chairman have been included in the 'Total votes for' total.
- A 'Vote Withheld' is not a valid vote in law and was not counted in the calculation of the proportion of the votes 'for' or 'Against' a resolution.
- All percentages have been rounded to two decimal places.
Completion of Capital Raising
Following the passing of the Resolutions at the GM, the Placing and the Retail Offer, details of which were set out in the Company's announcement on 4 July 2025 (the "Capital Raising Announcement") are expected to complete, conditional on Admission (as defined below), at 8.00 a.m. on 30 July 2025.
Update on audit and completion of Proposed Subscription
The Company is progressing its audit for the financial year ended 31 March 2025 ("FY25"). The audit process was temporarily paused whilst the strategic review was being conducted by the Board. Following the announcement of the Capital Raising, work on the audit recommenced and is progressing well, however the Company will not be in a position to publish its Preliminary Results for FY25 before 19 September 2025. As a result, the Company is not currently in a closed period pursuant to the Market Abuse Regulation EU (No 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and is therefore able to proceed now with the Proposed Subscription on the terms anticipated in the Capital Raising Announcement (save for in respect of timings).
The Directors and certain employees of the Company have conditionally subscribed for a total of £375,340 (before expenses) of new Ordinary Shares pursuant to the Proposed Subscription (now, the "Subscription"). The Subscription will result in the issue and allotment of a total of 37,534,000 new Ordinary Shares (the "Subscription Shares") and is being carried out at the same issue price of 1 penny and substantially identical terms as those of the Placing. Details of the number of Subscription Shares being subscribed for and the resultant holdings of the Directors are set out below.
| Director | Existing beneficial shareholding | New Ordinary Shares to be subscribed for | Shareholding on completion of the Capital Raising | Shareholding as a percentage of the enlarged issued share capital |
|---|---|---|---|---|
| Tom Black | 13,272,540 | 20,000,000 | 33,272,540 | 7.42% |
| Victoria Balchin | 90,804 | 10,000,000 1 | 10,090,804 | 2.25% |
| Katrina Nurse | 134,000 | 134,000 1 | 268,000 | 0.06% |
| Richard Amos | 450,000 | 650,000 1 | 1,100,000 | 0.25% |
| Total | 13,947,344 | 30,784,000 | 44,731,344 | 9.97% |
Notes:
1 Includes Ordinary Shares subscribed for by family members as detailed in the PDMR disclosure table below
Related party transaction
The participation of the Directors in the Subscription constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. Allenby Capital Limited, the Company's nominated adviser, considers the terms of the Directors' participation in the Subscription to be fair and reasonable insofar as Shareholders are concerned.
Admission and Total Voting Rights
In total, 275,000,000 new Ordinary Shares have been issued pursuant to the Placing, Retail Offer and Subscription (the "New Ordinary Shares").
Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission and dealings in the 275,000,000 New Ordinary Shares will commence at 8.00 a.m. on 30 July 2025 and they will rank pari passu with the existing Ordinary Shares.
Following Admission, the enlarged share capital of the Company will consist of 448,559,010 Ordinary Shares, none of which are held in treasury. Therefore, the total number of voting rights in the Company will be 448,559,010 and 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 a change to their interest in, the Company.
This announcement should be read in conjunction with the full text of the Capital Raising Announcement. Unless otherwise defined, definitions contained in this announcement have the same meaning as set out in the Capital Raising Announcement.
| 2 | Reason for the notification | |
| a) | Position/status | As above |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Thruvision Group plc |
| b) | LEI | 213800IZG9GM6G2TZE04 |
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of £0.01 each |
| b) | Identification code | GB00B627R876 |
| c) | Nature of the transaction | Subscription for Ordinary Shares |
| d) | Price(s) and volume(s) | No. Shares Price 1. 20,000,000 1p 2. 4,650,000 1p 3. 4,650,000 1p 4. 500,000 1p 5. 200,000 1p 6. 67,000 1p 7. 67,000 1p 8. 650,000 1p |
| d) | Aggregated information - Aggregated volume - Price | N/A |
| e) | Date of the transactions | 28 July 2025 to be completed on 30 July 2025 |
| f) | Place of the transaction | Outside of a trading venue |
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