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7digital Group PLC   -  7DIG   

Result of General Meeting and Update Replacement

Released 14:01 25-Jun-2019

RNS Number : 3791D
7digital Group PLC
25 June 2019
 

Correction: The announcement at 11.50 a.m. today had a typographical error stating the time of the number of shares held by SKH as 424,048,345, this has been corrected to 424,212,126.

 

For immediate release

 

25 June 2019

7digital Group plc

 

Result of General Meeting and update

Result of the General Meeting

7digital Group plc (AIM: 7DIG) ("7digital" or the "Company") announces that following the General Meeting held earlier today, the Resolutions required to implement the Subscription and the Debt for Equity Swap, which were each held on a poll, were duly passed by the requisite majorities.  In addition, while Resolution 6 was passed, Resolution 7 was not.

The number of proxies received in respect of the Resolutions were as follows:


Resolution

Total votes for

%

Total votes against

%

Total votes cast

%

Votes withheld

1.

To approve the Rule 9 Panel Waiver

108,938,588

99.99

14,963

0.01

108,953,551

25.96%

7,637

2.

To approve the Sub-Division

108,938,598

99.99

14,723

0.01

108,953,321

25.96%

7,867

3.

To approve the adoption of the New Articles

108,938,425

99.99

14,733

0.01

108,953,158

25.96%

8,030

4.

To authorise the Directors to allot the New Ordinary Shares in connection with the Subscription and the Debt for Equity Swap

108,938,588

99.99

14,963

0.01

108,953,551

25.96%

7,637

5.

To disapply statutory pre-emption rights in relation to the issue of the New Ordinary Shares for cash in connection with the Subscription and the Debt for Equity Swap

108,938,588

99.99

14,963

0.01

108,953,551

25.96%

7,637

6.

To authorise the Directors to allot relevant securities up to an aggregate nominal amount of £300,000

60,699,633

55.71

48,253,688

44.29

108,953,321

25.96%

7,867

7.

To disapply statutory pre-emption rights in relation to the allotment of equity securities for cash up to an aggregate nominal amount of £300,000

60,699,633

55.71

48,253,688

44.29

108,953,321

25.96%

7,867

 

Notes

1.     Any proxy appointments which gave discretion to the Chairman have been included in the "Total votes for" total.

 

2.     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.


The Subscription and the Debt for Equity Swap remain conditional upon Admission which is expected to become effective at 8.00 a.m. on 26 June 2019.

On Admission, the interests of the members of the Concert Party in Ordinary Shares will be:

Concert Party member

Number of Ordinary Shares

Percentage of Enlarged Share Capital (%)

Magic

542,836,219

39.1

SKH

424,212,126

30.6

Total

967,048,345

69.7


Total voting rights

Following Admission, the total number of ordinary shares of 0.01 pence each ("Ordinary Shares") in issue with voting rights will be 1,386,670,834 Ordinary Shares and Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Consequences of Resolution 7 not being passed

As set out in the Circular, the Company currently believe that it still needs to raise Additional Funds of at least £4.5 million by 31 July 2019, failing which it is highly likely that the Company would need to be placed into administration.  The failure of the Resolution numbered 7 to be passed by Shareholders at the General Meeting therefore creates greater execution risk for any subsequent equity raise (a "Follow-on Financing") by the Company since further shareholder approval would be required in order to implement this.  Clearly, the Directors are extremely disappointed with this unsatisfactory outcome and therefore intend to engage with the relevant Shareholders, where possible, with a view to securing their support for a Follow-on Financing.

Board changes

As set out in the Circular (as defined below), each of Don Cruickshank and Eric Cohen will step down as directors of the Company with effect from Admission.

The Company has now agreed that at the request of the Proposed Directors, Tamir Koch and David Lazarus, they will now be appointed to the Board following the publication of the Company's annual accounts for the year ended 31 December 2018 and not on Admission as stated in the Circular.  Accordingly, until such time, Mark Foster has agreed to act as interim Chairman of the Company.

Definitions

Capitalised terms used but not otherwise defined in this announcement shall have the same meanings given to them in the Company's circular to Shareholders published on 7 June 2019 (the "Circular").

Enquiries:

7digital

020 7099 7777

John Aalbers, CEO


Julia Hubbard, CFO

Holly Ashmore, PR Manager


Arden Partners (nominated adviser and broker)

 

020 7614 5900

Ruari McGirr/Tom Price/ Benjamin Cryer - Corporate Finance


Fraser Marshall - Equity Sales


 


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Result of General Meeting and Update Replacement - RNS