8 September 2020
For Immediate Release
DISTRIBUTION FINANCE CAPITAL HOLDINGS PLC (the "Company")
RESULTS OF GENERAL MEETING
Introduction
Further to the announcement on 21 August 2020, the Company is pleased to announce that at its General Meeting held earlier today, all resolutions were duly passed.
Accordingly, the Company has today:
· authorised the issue and allotment of 4,906,776 Subscription Shares (being equal to the number of Buy-back Shares) at 1 pence per Subscription Share, the proceeds of which will enable the Company to fund the Buy-backs out of a fresh issue of shares;
· approved the terms of the EBT Buy-back Agreement and the Watrium Buy-back Agreement; and
· authorised the allotment of the Subscription Shares on a non pre-emptive basis.
Admission to Trading on AIM and Completion of the Buy-backs and Subscription
As set out in the announcement on 21 August 2020, application for admission to trading of the Subscription Shares has been made and it is anticipated that Admission will take place at 8.00 a.m. on 9 September 2020. The Buy-backs and the Subscription will both complete on Admission, whereupon the Ordinary Shares transferred to the Company pursuant to the Buy-backs will be immediately cancelled, and therefore the issued share capital of the Company will be the same before and after Admission.
Terms used in this announcement shall have the same meanings as those defined in the announcement on 21 August 2020.
[1] As set out in the Circular, the EBT did not vote its shares which are the subject of the EBT Buy-back on resolution 2 and Watrium did not vote its shares which are the subject of the Watrium Buy-back on resolution 3.
The full details of the votes cast are as follows:
|
|
Votes Cast |
|
% of Votes Cast |
||
No. |
Resolution |
For |
Against |
|
For |
Against |
Ordinary Resolution |
||||||
1 |
To authorise the directors to allot Ordinary Shares under section 551 of Act |
88,646,742 |
0 |
|
100% |
0% |
Special Resolutions |
||||||
2 |
To authorise the Company to make an off market purchase of its own Ordinary Shares from the EBT |
88,646,742 |
0 |
|
100% |
0% |
3 |
To authorise the Company to make an off market purchase of its own Ordinary Shares from Watrium |
88,646,742 |
0 |
|
100% |
0% |
4 |
To disapply statutory pre-emption rights under section 570 of the Act |
88,646,742 |
0 |
|
100% |
0% |
Enquiries:
Distribution Finance Capital Holdings plc |
|
Sarah Clark - Company Secretary |
+44 (0) 7715 317017 |
|
|
Macquarie Capital (Europe) Limited (NOMAD and broker) |
|
Alex Reynolds |
+44 (0) 20 3037 2000 |
Jonny Allison |
|
Blue Pool Communications (Financial PR) |
|
Nick Lord |
+44 (0) 7501 271 083 |