Result of General Meeting and Total Voting Rights
Tialis Essential IT Plc announced that all resolutions were passed at the General Meeting. These resolutions authorized the directors to allot shares up to a nominal amount of £127,437 and dis-apply pre-emption rights on the allotment of ordinary shares up to the same amount. Admission to trading on AIM for new ordinary shares is expected on October 8, 2025, resulting in a total of 39,909,832 ordinary shares issued. Following admission, Ian Smith and MXC Capital will hold 68.6% of the company's enlarged issued share capital, while Matthew Riley and Daisy will hold 12.2%. Ian Smith acquired 5,637,072 ordinary shares, with 4,766,667 shares at 75 pence and 870,405 shares at 40 pence. Matthew Riley acquired 2,339,883 ordinary shares at 70 pence.
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Tialis, the mid-market network, cloud and IT Managed Services provider, is pleased to announce that all resolutions put to shareholders were duly passed at the General Meeting held today.
The results of the votes are set out below:
| FOR* | AGAINST | ||||
|---|---|---|---|---|---|
| RESOLUTIONS | Votes | % of votes cast | Votes | % of votes cast | Abstain |
| Ordinary Resolution 1 | 23,525,361 | 100% | 822 | 0% | 296,000 |
To authorise the Directors to allot shares in the Company up to an aggregate nominal amount of £127,437.
| FOR* | AGAINST | ||||
|---|---|---|---|---|---|
| RESOLUTIONS | Votes | % of votes cast | Votes | % of votes cast | Abstain |
| Special Resolution 2 | 23,525,277 | 100% | 906 | 0% | 296,000 |
Subject to the passing of Resolution 1, to dis-apply pre-emption rights on the allotment of ordinary shares in the Company up to an aggregate nominal amount of £127,437.
*Votes received for the resolutions includes votes allowing the Chairman's discretion and votes lodged in favour of third parties.
Admisison and Total Voting Rights
Application has been made to the London Stock Exchange for the admission of the New Ordinary Shares to trading on AIM ("Admission"). Admission will become effective and dealings in the new Ordinary Shares will commence on 8 October 2025.
Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 39,909,832 (the "Enlarged Issued Share Capital"). As the Company does not currently hold any Ordinary Shares in treasury, the total number of voting rights in the Company following Admission will be 39,909,832. This figure may be used by Shareholders, from Admission, as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
Ian Smith is the Chief Executive Officer and major shareholder of MXC. The indirect interest of MXC Capital in Tialis following Admission will be 26,722,891 Ordinary Shares, representing 67.0 per cent. of the Enlarged Issued Share Capital. Ian Smith, also Chief Executive Officer of Tialis, has direct beneficial interest in the Company is 647,166 Ordinary Shares, which represents 1.6 per cent. of the Enlarged Issued Share Capital. Ian and MXC hold in aggregate 27,370,057 Ordinary Shares, representing 68.6 per cent. of the Company's Enlarged Issued Share Capital.
Matthew Riley is a director and major shareholder of Daisy Intermediate Holdings Limited ("Daisy"), which following Admission, will hold 4,629,178 Ordinary Shares representing 11.6 per cent. of the Company's Enlarged Issued Share Capital. Mr Riley, also Non-Executive Director of Tialis, has beneficial interest in the Company is 250,000 Ordinary Shares, which represents 0.6 per cent. of Enlarged Issued Share Capital. Mr Riley and Daisy hold in aggregate 4,879,178 Ordinary Shares, representing 12.2 per cent. of the Company's Enlarged Issued Share Capital.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a) | Name | Ian Smith | ||||||
| 2 | Reason for the notification | |||||||
| a) | Position/status | Director | ||||||
| b) | Initial notification/ Amendment | Initial Notification | ||||||
| a) | Name | Tialis Essential IT plc | ||||||
| b) | LEI | 213800HA4PK7BHINK929 | ||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 1p each GB00BN4M3M55 | ||||||
| b) | Nature of the transaction | Acquisition of 5,637,072 ordinary shares | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information - Aggregated volume - Price | N/A | ||||||
| e) | Date of the transaction | 3 October 2025 | ||||||
| f) | Place of the transaction | London, AIM | ||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a) | Name | Matthew Riley | ||||||
| 2 | Reason for the notification | |||||||
| a) | Position/status | Non-Executive Director | ||||||
| b) | Initial notification/ Amendment | Initial Notification | ||||||
| a) | Name | Tialis Essential IT plc | ||||||
| b) | LEI | 213800HA4PK7BHINK929 | ||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 1p each GB00BN4M3M55 | ||||||
| b) | Nature of the transaction | Acquisition of 2,339,883 ordinary shares | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information - Aggregated volume - Price | N/A | ||||||
| e) | Date of the transaction | 3 October 2025 | ||||||
| f) | Place of the transaction | London, AIM |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.