TIDMCHLL
RNS Number : 2237B
Chill Brands Group PLC
29 September 2022
29 September 2022
Chill Brands Group plc
("Chill Brands" or the "Company" or the "Group")
Result of AGM
Chill Brands Group plc (LON:CHLL) (OTCQB:CHBRF), the
international consumer packaged goods company, announces that at
the Company's Annual General Meeting ("AGM"), held earlier today,
all resolutions put to the meeting, which were not all of those set
out in the Notice of AGM, as explained below, were duly passed.
Each of the resolutions put to the AGM was voted on by way of a
poll.
As reported in the Notice of AGM, there has been a delay in
publishing the Company's audited report and accounts for the year
ended 31 March 2022, including all notes to the financial
statements ("the Annual Report"). These are expected to be
published tomorrow (30 September 2022), and the final results for
the for the year ended 31 March 2022 announced at the same
time.
As a result of the delay, the AGM was adjourned in relation to
the Resolutions concerning the content of the Annual Report, to
allow for the Annual Report to be sent to shareholders the required
time in advance of the adjourned meeting, at which the Annual
Report will be presented. The adjournment related to Resolutions 3
to 7 (inclusive) described below. The adjourned meeting will be
held at the offices of Allenby Capital Limited, 5th Floor, 5 St
Helen's Place, London EC3A 6AB at 3:00 p.m. on Monday, 31 October
2022. Proxies validly submitted for the meeting held today remain
valid for the adjourned meeting.
Key times and dates for the adjourned meeting:
Registration deadline to attend the adjourned meeting: by 3.00
p.m. on 27 October 2022
Proxy submission deadline: by 3.00 p.m. on 27 October 2022
Adjourned meeting time and date: 3.00 p.m. on 31 October
2022
All references to times in this announcement are to London,
England time.
The votes were cast as follows for the resolutions proposed at
the meeting:
Resolution For Against Withheld Total
votes cast
* indicates No. of % No. of %
special resolution votes votes
------------------ ------ -------- ----- --------- ------------
1. To re--appoint
Callum Sommerton
as a director
of the Company. 49,677,631 99.91 45,160 0.09 53,332 49,722,791
------------------ ------ -------- ----- --------- ------------
2. To re--appoint
Scott Thompson
as a director
of the Company. 49,559,172 99.88 60,160 0.12 156,791 49,619,332
------------------ ------ -------- ----- --------- ------------
3. To receive To be proposed
and consider at the adjourned
the Company's meeting.
audited accounts
for the year
ended 31 March
2022 and reports
on those accounts.
------------------ ------ -------- ----- --------- ------------
4. To approve To be proposed
the directors' at the adjourned
remuneration meeting.
report (excluding
the directors'
remuneration
policy).
------------------ ------ -------- ----- --------- ------------
5. To approve To be proposed
the directors' at the adjourned
remuneration meeting.
policy.
------------------ ------ -------- ----- --------- ------------
6. To re--appoint To be proposed
PKF Littlejohn at the adjourned
LLP as the Company's meeting.
auditors.
------------------ ------ -------- ----- --------- ------------
7. To authorise To be proposed
the directors at the adjourned
to determine meeting.
the remuneration
of the auditors.
------------------ ------ -------- ----- --------- ------------
8. To authorise
the directors
to allot shares
and grant rights
in respect of
shares. 49,457,232 99.89 56,828 0.11 262,063 49,514,060
------------------ ------ -------- ----- --------- ------------
9.* To empower
the directors
to allot equity
securities under
the authority
provided by
Resolution 8
and/or sell
treasury shares
for cash as
if statutory
pre--emption
rights under
the Companies
Act 2006 did
not apply, in
connection with
a proportionate
offer of equity
securities and
in addition
up to an aggregate
nominal amount
representing
approximately
20% of the issued
share capital
of the Company. 49,209,270 99.00 495,280 1.00 71,573 49,704,550
------------------ ------ -------- ----- --------- ------------
10.* To empower
the directors
in addition
to allot equity
securities under
the authority
provided by
Resolution 8
and/or sell
treasury shares
for cash as
if statutory
pre--emption
rights under
the Companies
Act 2006 did
not apply, for
the purposes
of financing
(or refinancing)
certain transactions
up to an aggregate
nominal amount
representing
approximately
10% of the issued
share capital
of the Company. 49,209,770 99.00 494,780 1.00 71,573 49,704,550
------------------ ------ -------- ----- --------- ------------
11.* To amend
the articles
of association
of the Company. 49,651,973 99.86 68,368 0.14 55,782 49,720,341
------------------ ------ -------- ----- --------- ------------
12.* To authorise
a general meeting
of the Company,
other than an
annual general
meeting, to
be called on
not less than
14 clear days'
notice. 49,691,791 99.94 31,000 0.06 53,332 49,722,791
------------------ ------ -------- ----- --------- ------------
Notes
1. All resolutions proposed were passed.
2. Proxy appointments which gave discretion to the Chairman of
the AGM have been included in the "For" total for the appropriate
resolution.
3. Votes "For" and "Against" any resolution are expressed as a
percentage of votes validly cast for that resolution.
4. A "Vote withheld" is not a vote in law and is not counted in
the calculation of the percentage of shares voted "For" or
"Against" any resolution nor in the calculation of the proportion
of "Total Votes Cast" for any resolution.
5. The full text of the resolutions passed at the AGM and to be
proposed at the adjourned meeting can be found in the Notice of AGM
which is available on the Company's website at
www.chillbrandsgroup.com .
6. For further information on the arrangements regarding
attendance at the adjourned meeting and proxies for the adjourned
meeting, please refer to the notes to the Notice of AGM and the
related proxy form which are available on the Company's website at
www.chillbrandsgroup.com.
- Ends -
About Chill Brands Group
Chill Brands Group plc (LSE: CHLL, OTCQB: CHBRF) is an
international company concerned with the development, production,
and distribution of best-in-class hemp-derived CBD products,
tobacco alternatives and other consumer packaged goods (CPG)
products. The Company operates primarily in the US, where its
products are distributed online and via some of the nation's most
recognisable convenience retail outlets. The Group's strategy is
anchored around lifestyle marketing that is designed to enhance the
popularity of its products, channelling visitors to its landmark
chill.com website.
Publication on website
A copy of this announcement is also available on the Group's
website at:
http://www.chillbrandsgroup.com
Media enquiries:
Chill Brands Group plc contact@chillbrandsgroup.com
Allenby Capital Limited (Financial Adviser
and Broker)
Nick Harriss/Nick Naylor (Corporate Finance)
Kelly Gardiner (Equity Sales) +44 (0) 20 3328 5656
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