Result of General Meeting

RNS Number : 5816C

Gresham Technologies PLC

21 June 2021

 

Gresham Technologies plc

Result of General Meeting

Gresham Technologies plc (LSE: "GHT", "Gresham", "Company"), the leading software and services company that specialises in providing solutions for data integrity and control, banking integration, payments and cash management, announces that, at the General Meeting held earlier today in connection with the acquisition of Electra Information Systems, Inc., all resolutions set out in the Circular and Notice of General Meeting dated 1 June 2021 were duly passed by means of a poll vote. Accordingly, the Transaction will complete immediately prior to admission of the New Ordinary Shares to trading, expected to occur on 22 June 2021.

Details of the proxy votes received from Shareholders in respect of the General Meeting are as follows:

	Resolution	Votes  For	% Votes For	Votes Against	% Votes Against	Votes Withheld	% Votes Withheld	Total % instructed
1	To approve the acquisition of Electra Information Systems, Inc.	39,383,931	99.99%	3,000	0.01%	8,103,387	17.06%	67.65%
2	To disapply pre-emption rights in respect of the Placing	39,380,431	99.98%	6,500	0.02%	8,103,387	17.06%	67.65%
3	To further disapply pre-emption rights in respect of the Retail Offer	39,380,431	99.98%	6,500	0.02%	8,103,387	17.06%	67.65%

Notes:

· The full text of each of the resolutions is contained in the Circular and Notice of General Meeting dated 1 June 2021, which is available on the Company's website at www.greshamtech.com/invest-in-us .

· Proxy appointments (if any) which gave discretion to the Chairman of the General Meeting have been included in the "For" total for the appropriate resolution.

· A "Withheld" vote is not a vote in law and is not counted in the calculation of the proportion of the votes cast "For" or "Against" a resolution.

· The "Total % instructed" is the total of votes instructed in respect of that resolution (i.e. the total votes cast "For", "Against" and "Withheld" for that resolution) expressed as a percentage of the Company's issued share capital.

· The issued share capital of the Company as at 20 June 2021 comprised 70,201,458 ordinary shares of 5p each. No shares are held in treasury.

Ian Manocha, Gresham's CEO, commented:

"We are delighted to confirm the acquisition of Electra Information Systems and to have received such strong support from existing shareholders, new institutions, retail investors, and from our Board and management. This transformative initiative gives us scale in the important North American market and puts the enlarged Group in a leadership position in buy-side capital markets. Over the coming months, we will be globalising our operations to deliver on the benefits of this transaction for our customers and shareholders, as we execute our ambitious plan to build out a leading global financial technology business. We look forward to providing an update at the interim results in July 2021."

Application has been made for admission of the 13,125,000 New Ordinary Shares to trading on the Main Market of the London Stock Exchange and to the premium listing segment of the Official List, with dealings expected to commence at 8.00 a.m. on 22 June 2021.

Following Admission of the New Ordinary Shares, w hich will rank pari passu with all the Existing Ordinary Shares, the Company will have a total of 83,326,458 Ordinary Shares with voting rights in issue. The Company currently holds no shares in treasury. The above figure may be used by Shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

In accordance with Listing Rule 9.6.2R, a copy of the resolutions passed at the General Meeting will shortly be submitted to the National Storage Mechanism and will be available to view at  https://data.fca.org.uk/#/nsm/nationalstoragemechanism . A copy will also be made available on the Company's website at https://www.greshamtech.com/invest-in-us .

Capitalised terms used in this announcement have the meanings given to them in the Proposed Acquisition, Placing and Retail Offer announcement released by the Company on 28 May 2021.

The person responsible for making this announcement on behalf of the Company is Jonathan Cathie, Company Secretary.

Enquiries

Gresham Technologies plc	[phone]
Ian Manocha
Tom Mullan
N+1 Singer (Financial Adviser and Broker)	[phone]
Shaun Dobson / Tom Salvesen / Jen Boorer / Iqra Amin

Note to editors

Gresham Technologies plc is a leading software and services company that specialises in providing real-time solutions for data integrity and control, banking integration, payments and cash management. Listed on the main market of the London Stock Exchange (GHT.L) and headquartered in the City of London, its customers include some of the world's largest financial institutions and corporates, all of whom are served locally from offices located in the UK, Europe, North America and Asia Pacific.

Gresham's award-winning Clareti software platform is a highly flexible and scalable platform, available on-site or in the cloud, designed to address today's most challenging financial control, risk management, data governance and regulatory compliance problems. Learn more at www.greshamtech.com .

IMPORTANT NOTICES

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunner or by any of its affiliates or agents (or any of their respective directors, officers, employees or advisers) as to, or in relation to, the contents of the information contained in this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of the Bookrunner or any of its affiliates in connection with the Company, the Placing Shares, Retail Offer Shares, the Placing or the Retail Offer and any liability therefor is expressly disclaimed. The Bookrunner and its affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise in respect of any statements or other information contained in this announcement and no representation or warranty, express or implied, is made by the Bookrunner or any of its affiliates as to the accuracy, completeness or sufficiency of the information contained in this announcement.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This announcement does not constitute, and should not be construed as, an offer to purchase or sell or issue securities, or otherwise constitute an inducement, invitation, commitment, solicitation or recommendation to any person to purchase, subscribe for, or otherwise acquire securities in Gresham or any of its affiliates, or constitute an inducement to enter into any investment activity in any jurisdiction. Nothing contained in this announcement is intended to, nor shall it, form the basis of, or be relied on in connection with, any contract or commitment whatsoever and, in particular, must not be used in making any investment decision.

N+1 Capital Markets is regulated in the United Kingdom by the Financial Conduct Authority. N+1 Capital Markets is acting exclusively for the Company and no one else in connection with the Placing, the content of this announcement and other matters described in this announcement. N+1 Capital Markets will not regard any other person as its client in relation to the Placing, the content of this announcement and other matters described in this announcement and will not be responsible to anyone (including any placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this announcement or any other matters referred to in this announcement.

Neither the contents of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.

 

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