Results of General Meeting & Scheme of Arrangement

RNS Number : 7269J

Kistos PLC

14 December 2022

 

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

14 December 2022

Kistos plc

Results of General Meeting and Scheme of Arrangement

The board of directors of Kistos plc ("Kistos" or "Company" or, together with its subsidiary or subsidiary undertakings, the "Group") (AIM: KIST) announces that further to its announcement on 22 November 2022 and the circular prepared by the Company in relation to the proposed scheme of arrangement under Part 26 of the Companies Act 2006, as amended, copies of which have been sent to shareholders of the Company and made available for inspection on the Kistos website: https://kistosplc.com/investors/circulars/ , a court meeting ("Court Meeting") was held today 2022 at 10.30 a.m. and a general meeting ("GM") of the Company occurred thereafter at 10.50 a.m. 

The Company is pleased to announce that all resolutions proposed at the Court Meeting and the GM were duly passed by shareholders. The resolutions and voting outcomes are set out below.

Results of the Court Meeting

RESOLUTION		IN FAVOUR		AGAINST		VOTES WITHHELD
		Number of shares	% Voting Shares	Number of Shares	% Voting Shares	Number of Shares
1.	To approve the scheme of arrangement and to authorise the Directors to take all necessary actions	3 5,088,611	99.99 9866%	3 ,986	0.00 00114%	0

Results of the GM

RESOLUTION		IN FAVOUR		AGAINST		VOTES WITHHELD
		Number of shares	% Voting Shares	Number of Shares	% Voting Shares	Number of Shares
2.	To approve the adoption of the amended articles of association of the Company	3 5,074,432	99.993759%	1,186	0.0003381%	1,003
3.	To approve the scheme of arrangement and to authorise the Directors to take all necessary actions	35,074,432	99.993759%	1,186	0.0003381%	1,003

The Company will now proceed to take the formal steps to implement the reorganisation, the timeline for which is set out below:

Scheme Sanction Hearing	Monday 19 December 2022
Last day of dealings in, and for registration of transfers of, Kistos plc Ordinary Shares	Wednesday 21 December 2022
Scheme Record Time	Close of business on Wednesday 21 December 2022
Scheme Effective Date	Thursday 22 December 2022
Scheme Effective Time	Immediately prior to 8.00 a.m. on Thursday 22 December 2022
Delisting of Kistos plc Ordinary Shares	8.00 a.m. on Thursday 22 December 2022
Admission of, and dealings commence in, Kistos Holdings plc Ordinary Shares on AIM	8.00 a.m. on Thursday 22 December 2022
Crediting of Kistos Holdings plc Ordinary Shares to CREST accounts	As soon as is practical on Thursday 22 December 2022
Dispatch of share certificates for Kistos Holdings plc Ordinary Shares	By Thursday 3 January 2023

The above dates are provisional and the current time and may be impacted by national strikes and other matters. The Company will advise any changes to times and dates by RNS.

For further information please contact:

Kistos plc Andrew Austin, Executive Chairman (c/o Hawthorn Advisors)	Tel: [phone]
Panmure Gordon (Nomad, Joint Broker) John Prior /James Sinclair-Ford	Tel: +44 ( 0)20 7886 2500
Hawthorn Advisors (Public Relations Advisor) Henry Lerwill/ Simon Woods	Tel: [phone]
Berenberg (Joint Broker) Matthew Armitt / Ciaran Walsh	Tel: [phone]
Camarco (Public Relations Advisor) Billy Clegg / Georgia Edmonds	Tel: [phone]

 

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