Result of General Meeting

RNS Number : 2495X

Drumz PLC

24 April 2023

 

24 April 2023

DRUMZ PLC

("Drumz" or the "Company")

Result of General Meeting

Share Reorganisation

Admission to trading on AIM

and

Director appointment

Drumz plc (AIM: DRUM) announces that at the General Meeting of the Company held today, all resolutions put to shareholders as contained in the Company's notice of general meeting dated 5 April 2023 were duly passed without amendment. Consequently, the Acquisition of Acuity Risk Management Limited, the Placing, Subscription, the Share Reorganisation and various other matters (details of which were set out in a circular to shareholders dated 5 April 2023 (the "Admission Document")) are now expected to proceed to completion tomorrow as described below.

Resolution numbered 1 in the Notice of General Meeting, being an ordinary resolution to be voted on by the Independent Shareholders to approve the waiver by the Takeover Panel of the obligation that would otherwise arise for the Concert Party to make a general offer for the Enlarged Group under the Rule 9 of the Takeover Code ("Whitewash Resolution"), was passed on a poll with 121,548,940 votes of Independent Shareholders, in favour and 1,947,500 votes against.

Completion of the Acquisition and admission of the Company's Enlarged Ordinary Share Capital to trading on AIM is expected to take place at 8.00 a.m. on 25 April 2023. 

In addition at the General Meeting, the appointments of Simon Marvell to the board of the Company were approved and will take effect from Admission. The information on Simon Marvell required to be disclosed under Schedule Two paragraph (g) of the AIM Rules for Companies is disclosed later in this announcement.

Concert Party

In accordance with the Takeover Code, following the passing of the Rule 9 Waiver at the General Meeting, on Admission the members of the Concert Party will own the following number of New Ordinary Shares:

Concert Party member	Number of Consideration Shares	Number of New Ordinary Shares following Admission	Number of Acquisition Options	Maximum number of new Ordinary Shares	Percentage of New Ordinary Shares on Admission (assuming the Acquisition Options have been exercised
Simon Marvell	31,647,998	31,647,998	1,703,330	33,351,328	27.02%
Richard Mayall	13,325,173	13,325,173	717,176	14,042,349	11.38%
Total	44,973,171	44,973,171	2,420,506	47,393,677	38.39%

Immediately following Admission, the Concert Party will hold in aggregate 44,973,171 New Ordinary Shares, representing 38.39 per cent. of the Enlarged Ordinary Share Capital.

Share Reorganisation

Immediately following the General Meeting, 1,952 new Ordinary Shares will be issued at a price of 0.1p per share to ensure that as part of the Share Reorganisation an exact whole number of Consolidated Ordinary Shares is issued. At the Record Date, being 6 p.m. today, the 419,824,000 existing Ordinary Shares will be consolidated into Consolidated Ordinary Shares each on the basis of one Consolidated Ordinary Share for each 2,000 Existing Ordinary Shares. Each Consolidated Ordinary Share will then be sub-divided into 200 New Ordinary Shares and 1,800 New Deferred Shares.  Immediately following the Share Reorganisation, the Company's issued share capital will comprise 41,982,400 Ordinary Shares of 0.1 pence each and 2,268,113,165 existing deferred shares of 0.1 pence each and 377,841,600 new deferred shares of 0.1 pence each.

Existing share certificates will cease to be valid following the Share Reorganisation. New share certificates in respect of the New Ordinary Shares will be issued by first class post at the risk of the Shareholder within 10 Business Days of each Admission. A CREST Shareholder will have their CREST account credited with their New Ordinary Shares following Admission.

Change of Name

Following Admission, the Directors intend to change the Company's name to Acuity RM Group plc. The change of name will be processed with Companies House and is expected to become effective on or around 2 May 2023.  The tradable instrument display mnemonic ("TIDM") of the Company is expected to change to "ACRM" is expected to become effective on or around 2 May 2023. A further announcement will be made in due course confirming the date.

Admission to trading on AIM and Total Voting Rights

The Placing Shares, Subscription Shares, Consideration Shares and Adviser Shares will result in the allotment of a total of 79,042,903 New Ordinary Shares. These shares, together with the 41,982,400 arising from the Share Reorganisation will mean that there will be 121,025,303 in issue on Admission.

Application has been made to the London Stock Exchange for the Enlarged Ordinary Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Enlarged Ordinary Share Capital will commence at 8.00 a.m. on 25 April 2023.

The New Ordinary Shares will trade under the ISIN: GB00BR0WHY71 and SEDOL: BR0WHY7.

Following Admission, the Company's issued share capital will consist of 121,025,303 Ordinary Shares of which no shares are held in treasury. Therefore, the total number of voting rights in the Company is 121,025,303. 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 a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Appointment of Director

Simon Marvell will be appointed to the board of the Company with effect from Admission.

The following information is disclosed in accordance with Rule 17 and paragraph (g) of Schedule 2 of the AIM Rules for Companies in connection with the appointment of Simon Keith Marvell (62), to the Board of the Company:

Current directorships and partnerships	Former directorships and partnerships
Acuity Risk Management Limited (12369714)	-
Acuity RM LLP (OC314841)

Simon Marvell will hold 31,647,998 New Ordinary Shares on Admission (26.15% of the Enlarged Ordinary Share Capital) and will hold Acquisition Options, which upon exercise, will result in the issue by the Company of 1,703,330 New Ordinary Shares pursuant to the SPA

There are no other matters under paragraph (g) of Schedule 2 of the AIM Rules to be disclosed.

This announcement should be read in conjunction with the full text of the Admission Document posted to Shareholders on 5 April 2023, copies of which are available on the Company's website at www.drumzplc.com and following Admission on Company's new website: www.acuityrmgroup.com .

Capitalised terms in this announcement have the same meaning as given in the Admission Document.

For further information: 

Drumz plc	020 3582 0566
Angus Forrest, Chief Executive Officer	www.drumzplc.com
WH Ireland (NOMAD & Joint Bookrunner)	www.whirelandcb.com
Mike Coe / Sarah Mather	020 7220 1666
Peterhouse Capital Limited (Joint Bookrunner)
Lucy Williams / Duncan Vasey	020 7469 0936
Clear Capital Markets Limited (Joint Bookrunner) Andrew Blaylock	020 3869 6080

 

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