REG - BSF Enterprise PLC - Results of General Meeting

BSF EnterpriseAnnouncement

16/05/2022 11:00

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RNS Number : 6213L  BSF Enterprise PLC  16 May 2022

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16 May 2022

 

BSF Enterprise plc

("BSF" or the "Company")

 

Results of General Meeting

Allotment of shares‎‎

 

BSF Enterprise plc (LSE: BSFA), the investment company established to acquire
businesses focused on early-stage opportunities in the biotechnology,
innovative marketing and e-commerce ‎sectors, is pleased to announce that at
the Company's General Meeting held earlier today, all resolutions proposed
were duly passed by shareholders by way of a poll.

 

Full details of the voting at the General Meeting are set out in the table
below.

 

Allotment of Shares

 

The Company also confirms that it has today allotted the ‎33,900,004‎
Consideration Shares, the ‎23,744,912‎ Placing Shares, and ‎7,798,491‎
Restricted Shares (together, "New Ordinary Shares"), conditionally on the
re-admission of the Existing Ordinary Shares ‎and the admission of the New
Ordinary Shares ‎to the Official List by way of a Standard Listing ‎and to
trading on the London Stock Exchange's ‎Main Market for listed securities‎
("Admission"). The Consideration Shares and the Placing Shares have been
allotted at the issue price of 7.37 pence per share and the Restricted Shares
have been allotted at 1 penny per share.

 

Applications have been made to the FCA and to the London Stock Exchange for
the re-admission of the Existing Ordinary Shares and for admission of the New
Ordinary Shares ‎to the Official List by way of a Standard Listing ‎and to
trading on the London Stock Exchange's ‎Main Market for listed securities.

 

It is expected that Admission will become effective at or around 8.00 a.m. on
17 May 2022 and that dealings in the New Ordinary Shares will commence at that
time and that trading in the Existing Ordinary Shares will resume at that
time.

 

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares of the
Company and will on issue be free of all claims, liens, charges, encumbrances
and equities.

 

The Company confirms that with effect from Admission, the Company's issued
share capital will comprise ‎85,783,409‎ ordinary shares of £0.01 each,
with each share carrying the right to one vote. The Company does not hold any
ordinary shares in treasury.

 

The above figure of ‎85,783,409‎ may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or of a change to their interest in the
Company under the FCA's Disclosure and Transparency Rules.

 

The resolutions were put to shareholders via a poll, the results of which were
as follows:

 

 Resolution      Poll Results
         For     Against     Abstain  Discretionary  Total
 1*      Shares  3,257,000   -        -              -      3,257,000
         %       100         -        -              -      100
 2       Shares  18,337,002  -        -              -      18,337,002
         %       100         -        -              -      100
 3       Shares  18,337,002  -        -              -      18,337,002
         %       100         -        -              -      100
 4       Shares  18,337,002  -        -              -      18,337,002
         %       100         -        -              -      100
 5       Shares  18,337,002  -        -              -      18,337,002
         %       100         -        -              -      100
 6       Shares  18,337,002  -        -              -      18,337,002
         %       100         -        -              -      100

 * Results for resolution 1 based on votes of independent shareholders only.

 

The total number of ordinary shares in issue on 16 May 2022 was ‎20,340,002
shares. 90.15% of voting capital was instructed in respect of the resolutions
put to the General Meeting.

 

The full text of the resolutions can be found in the Circular and Notice of
General Meeting dated 27 April 2022, which is ‎available on the Company's
website at:‎ https://www.bsfenterprise.com/investors
(https://www.bsfenterprise.com/investors)

 

In accordance with the UK Listing Authority's Listing Rule 9.6.2, copies of
all the ‎resolutions passed by the Company's shareholders, other than
ordinary business will be ‎submitted to the National Storage Mechanism and
will shortly be available for ‎inspection at

https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

Unless otherwise defined herein, capitalised terms used in this announcement
shall have the same meanings as defined in the Circular.

 

Further announcements will be made in due course, as appropriate.

 

Enquiries:
 BSF Enterprise plc
 Geoff Baker                 Tel: +44 (0) 208 194 9201

 Shard Capital Partners LLP
 Damon Heath                 Tel: +44 207 186 9952

 

For further information, please visit www.bsfenterprise.com.

 

LEI: ‎‎2138007PJT69H8FYLC06‎

 

This announcement contains inside information for the purposes of Article 7 of
the UK version of  Market Regulation (EU) No 596/2014 on Market Abuse as it
forms part of UK domestic law by virtue of the

European Union (Withdrawal) Act 2018, as amended ("MAR").  Upon the
publication of this announcement via Regulatory Information Service, this
inside information is now considered to be in the public domain.

 

DISCLAIMER

 

Shard Capital Partners LLP ("Shard Capital"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority (FRN:
538762), is acting ‎as broker to the Company in relation to the Placing.
Persons receiving this announcement should note that ‎Shard Capital will not
be responsible to anyone other than the Company for providing the protections
afforded to its ‎clients or for advising any other person on the
arrangements described in this announcement. Shard Capital has not
‎authorised the contents of, or any part of, this announcement and no
liability whatsoever is accepted by it for ‎the accuracy of any information
or opinion contained in this announcement or for the omission of any
‎information.‎

 

This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this announcement and
include statements regarding the Directors' beliefs or current expectations
concerning, amongst other things, the amount of capital which will be returned
by the Company and the taxation of such amounts in the hands of Shareholders.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this announcement.

 

The information given in this announcement and the forward-looking statements
speak only as at the date of ‎this announcement. The Company, Shard Capital
and their respective affiliates expressly disclaim any obligation or
‎undertaking to update, review or revise any forward-looking statement
contained in this announcement to ‎reflect actual results or any change in
the assumptions, conditions or circumstances on which any such ‎statements
are based unless required to do so by the Financial Services and Markets Act
2000, the Listing ‎Rules, the Prospectus Regulation Rules or other
applicable laws, regulations or rules.‎

 

The Existing Ordinary Shares and the New Ordinary Shares have not, nor will
they be, registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States or under the applicable securities
laws of Australia, Canada, Japan or the Republic of South Africa. The Existing
Ordinary Shares and the New Ordinary Shares to be issued by the Company may
not be offered or sold directly or indirectly in or into the United States
unless registered under the US Securities Act or offered in a transaction
exempt from or not subject to the registration requirements of the US
Securities Act or subject to certain exceptions, into Australia, Canada, Japan
or the Republic of South Africa or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, Japan or the Republic of
South Africa. The Company has not been, and will not be, registered under the
US Investment Company Act of 1940, as amended.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

The value of shares and the income from them is not guaranteed and can fall as
well as rise due to stock market and currency movements. When you sell your
investment you may get back less than you originally invested. All of the
value of an investor's investment in the Company will be at risk. Past
performance is not a guide to future performance and the information in this
circular or any documents relating to the matters described in it cannot be
relied upon as a guide to future performance. Persons needing advice should
contact a professional adviser.

 

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