finnCap Group PLC Scheme Effective, Board Changes & AGM Resolutions (6406L)
September 07 2023 - 2:32AM
UK Regulatory
TIDMFCAP
RNS Number : 6406L
finnCap Group PLC
07 September 2023
FOR IMMEDIATE RELEASE
7 September 2023
finnCap Group plc
("finnCap" or the "Company")
SCHEME EFFECTIVE, CONFIRMATION OF BOARD CHANGES AND WITHDRAWAL
OF AGM RESOLUTIONS
On 23 March 2023, the board of finnCap Group plc ("finnCap" or
the "Company") and the board of Cenkos Securities plc ("Cenkos")
announced that they had reached agreement on the terms and
conditions of a recommended all-share merger between Cenkos and
finnCap (the "Merger"), to be effected by means of a
court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
finnCap is pleased to note the announcement released by Cenkos
this morning that, following the delivery of a copy of the Court
Order to the Registrar of Companies earlier today, the Scheme has
now become effective and, accordingly, Cenkos is now a wholly-owned
subsidiary of finnCap.
Board Changes and Withdrawal of Annual General Meeting ("AGM")
Director Re-Election Resolutions
The Company confirms that the Board changes announced on 1
September 2023, which were conditional upon the Scheme becoming
Effective, have now taken effect. Lisa Gordon, Julian Morse, Ben
Procter and Jeremy Miller have been appointed as directors of the
Company with effect from today, and, in accordance with the
Company's Articles of Association, will stand for election by
shareholders at the Company's 2023 AGM to be held at 10.00am on
Friday 29 September 2023 at the Company's offices.
Barbara Firth, Andy Hogarth and Geoff Nash have resigned as
directors of the Company with effect from today, and therefore
resolutions 17, 18 and 19 (as set out in the Notice of AGM posted
to shareholders on 6 September 2023) have been withdrawn.
Allotment and admission to trading of the 181,094,721 New
finnCap Shares to be issued to Cenkos shareholders in consideration
for the transfer of their Cenkos Shares is expected to take place
on 8 September 2023. New shareholders in the Company as a result of
the Merger will be entitled to vote on the resolutions to be
proposed at the AGM. Such shareholders will receive a letter from
the Company (expected to be posted on 8 September 2023) setting out
details of the AGM, how to submit votes by proxy in advance of the
AGM, and enclosing a Form of Proxy which can be used for that
purpose.
Following admission to trading of the New finnCap Shares, the
Company will have 362,189,565 ordinary shares of 1 penny each
("Ordinary Shares") in issue. The Company does not hold any shares
in treasury and all of the Ordinary Shares have equal voting
rights. The figure of 362,189,565 Ordinary Shares represents the
total voting rights in the Company and may be used by shareholders
as the denominator for the calculations by which they can determine
if they are required to notify their interest in, or a change to
their interest in, the Company under the Disclosure Guidance and
Transparency Rules.
For information, please contact:
finnCap Tel: +44 (0)20 7220
John Farrugia, Chief Executive Officer 0500
Richard Snow, Chief Financial Officer investor.relations@finncap.com
Henrik Persson, Strategic PLC Advisory
Grant Thornton (Nominated Adviser to Tel: +44 (0)20 7383
finnCap) 5100
Philip Secrett/Samantha Harrison/Samuel
Littler
Oberon Capital (Joint Broker to finnCap) Tel: +44 (0)20 3179
Mike Seabrook 5344
finnCap Ltd (Joint Broker to finnCap) Tel: +44 (0)20 7220
Tim Redfern 0500
Hudson Sandler (PR Adviser to finnCap) Tel: +44 (0)7977 927142
Dan de Belder Tel: +44 (0)7702 596674
Rebekah Chapman
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