Results of Court Meeting and General Meeting
Recommended merger with Checkit plc rejected by shareholders; scheme has lapsed.
- Court Meeting votes FOR 2,400,684 (50.58%)
- Court Meeting votes AGAINST 2,346,030 (49.42%)
- General Meeting votes FOR 2,582,182 (51.32%)
- General Meeting votes AGAINST 2,449,004 (48.68%)
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Crimson Tide plc, the provider of the mpro5 process management app, announces the results of the Court Meeting and General Meeting held today in connection with the recommended all-share merger of Checkit plc ("Checkit") and Crimson Tide (the "Merger").
At the Court Meeting, as more particularly described below, the requisite majority of Crimson Tide Scheme Shareholders did not vote in favour of the resolution to approve the Scheme.
At the General Meeting, as more particularly described below, the requisite majority of Crimson Tide Shareholders did not vote in favour of the special resolution put to the General Meeting.
Full details of the resolution that was proposed at the Court Meeting are set out in the notice of the Court Meeting contained in the Scheme Document and full details of the resolution that was proposed at the General Meeting are set out in the notice of the General Meeting contained in the Scheme Document.
Lapse of the Scheme
As a result of votes cast at the Court Meeting and the General Meeting, the Crimson Tide Directors note that the conditions of the Scheme as outlined in the Scheme Document have not been satisfied and as such, the Scheme has now lapsed. As the Scheme has lapsed, Crimson Tide is no longer in an offer period for the purposes of the Takeover Code.
Checkit is now subject to the restrictions set out in Rule 35.1 of the Code and is prohibited from, amongst other things, making any offer for Crimson Tide for a period of 12 months from the date of this announcement except if these restrictions are put aside with the consent of the Panel in the circumstances set out in Note 1 to Rule 35.1.
Voting results of the Court Meeting
The results of the poll at the Court Meeting are set out in the table below. Each Crimson Tide Scheme Shareholder present in person or by proxy was entitled to one vote for each Scheme Share held at the Voting Record Time.
| Results of Court Meeting | FOR | AGAINST | TOTAL |
|---|---|---|---|
| Number of Scheme Shares voted | 2,400,684 | 2,346,030 | 4,746,714 |
| Percentage (1) | 50.58% | 49.42% | 100.00% |
- Rounded to two decimal places.
Voting results of the General Meeting
The results of the poll at the General Meeting are set out in the table below. Each Crimson Tide Shareholder present in person or by proxy was entitled to one vote for each Share held at the Voting Record Time.
| Results of General Meeting | FOR | AGAINST | TOTAL |
|---|---|---|---|
| Number of Shares voted | 2,582,182 | 2,449,004 | 5,031,186 |
| Percentage (1) | 51.32% | 48.68% | 100.00% |
- Rounded to two decimal places.
Commenting on the above, Jacqueline Daniell, Chairman commented:
"Whilst this result is regrettable the Board respects the outcome of the Scheme process. We now look forward to moving the business forward and will update shareholders regarding FY24 and current trading at the Company's next results, expected during April 2025."
Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Scheme document related to the Merger posted to Crimson Tide Shareholders on 20 February 2025 (the "Scheme Document"), a copy of which is available on Crimson Tide's website at https://crimsontide.co.uk/offer.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.