REG - Capital Limited - Result of General Meeting
Thu 12:00
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RNS Number : 2283L Capital Limited 11 December 2025
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED, FOR
INFORMATION PURPOSES ONLY AND ARE NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, AND DO NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN OR INTO THE UNITED STATES,
SWITZERLAND CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE, DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ASSIMILATED
REGULATION (EU) NO 596/2014 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Result of General Meeting
Capital Limited ("Capital" or the "Company") announces that, at the General
Meeting held earlier today, the Resolutions set out in the Notice of General
Meeting contained within the Circular published by the Company on 24 November
2025 were duly passed without amendment by a poll.
During today's General Meeting, Jamie Boyton (Executive Chair) gave a
presentation followed by a Q&A session, for shareholders. The presentation
can be found www.capdrill.com/investors/presentations
(https://www.capdrill.com/investors/presentations) .
The scrutineers of the poll were Computershare Investor Services PLC. The full
text of each resolution is contained in the Notice of General Meeting, also
available on the Company's website www.capdrill.com/investors/announcements
(https://www.capdrill.com/investors/announcements) . The number of votes
received on each of the Resolutions is provided below.
No. Resolution For Against Total Votes Withheld
No. of votes % of votes cast No. of votes % of votes cast No. of votes % of Issued Share Capital(1) No. of votes(2)
1 Directors' authority to allot and issue the Tranche 2 Placing Shares for the 168,246,291 99.74% 441,623 0.26% 168,687,914 77.95% 0
purposes of bye-law 6.1 of the Company's Bye-Laws.
2 Directors' authority to allot and issue the Tranche 2 Placing Shares for cash 168,102,441 99.65% 585,473 0.35% 168,687,914 77.95% 0
other than on a pre-emptive basis for the purposes of Bye-law 6.3.(3)
No. Resolution For Against Total Votes Withheld
No. of votes % of votes cast No. of votes % of votes cast No. of votes % of Issued Share Capital(1) No. of votes(2)
3 Directors' authority to allot and issue additional equity securities for cash 168,186,867 99.70% 501,047 0.30% 168,687,914 77.95% 0
other than on a pre-emptive basis for the purposes of Bye-law 6.3.(3)
1. The number of Common Shares in issue on 9 December 2025 was
216,394,478. Shareholders are entitled to one vote per Common Share.
2. A vote withheld is not a vote in law and is not counted in the
calculation of the votes for or against a resolution.
3. Passed as a special resolution.
Accordingly, the 8,909,303 Tranche 2 Placing Shares have now been allotted and
issued subject only to Admission of such Tranche 2 Placing Shares.
Applications have been made to the Financial Conduct Authority (the "FCA") and
London Stock Exchange plc (the "LSE") respectively for the Tranche 2 Placing
Shares to be admitted to the Equity Shares (Commercial Companies) category of
the Official List of the FCA and to trading on the main market for listed
securities of the LSE (together, "Admission"). It is expected that Admission
will become effective at 8.00 a.m. on 15 December 2025.
Total Voting Rights
Following Admission of the Tranche 2 Placing Shares, which is expected to
occur on 15 December 2025, the Company's issued share capital will comprise
225,303,781 Common Shares of US$0.0001 each. The Company does not hold any
Common Shares in treasury. Therefore, the total number of voting rights in the
Company will, following such Admission, be 225,303,781. From such Admission,
this figure 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 change to their interest in, the Company under the FCA's
Disclosure and Transparency Rules.
Capitalised terms not otherwise defined in the text of this Announcement have
the meanings given in the Company's announcement dated 24 November 2025.
A copy of the Resolutions passed at the General Meeting will be submitted to
the National Storage Mechanism where it will shortly be available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and will also be
available on the Company's website at www.capdrill.com/investors
(http://www.capdrill.com/investors) .
- ENDS -
For further information, please visit Capital's website www.capdrill.com or
contact:
Capital Limited
investor@capdrill.com
Jamie Boyton, Executive Chair
Rick Robson, Chief Financial Officer
Conor Rowley, Commercial & Corporate Development
Ryan Tennis, Corporate Development & Investor Relations
Tamesis Partners
LLP
+44 20 3882 2868
Charlie Bendon
Richard Greenfield
Stifel Nicolaus Europe Limited
+44 20 7710 7600
Ashton Clanfield
Varun Talwar
Rory Blundell
Panmure Liberum
Limited
+44 20 3100 2000
Scott Mathieson
John More
Freddie Wooding
FTI Consulting
+44 20 3727 1000
Ben
Brewerton
capitallimited@fticonsulting.com
Nick Hennis
About Capital Limited
Capital Limited is a leading mining services company that provides a complete
range of drilling, mining, maintenance and geochemical laboratory solutions to
customers within the global minerals industry. The Company's services include
exploration, delineation and production drilling; load and haul services;
maintenance; and geochemical analysis. The Group's corporate headquarters are
in the United Kingdom and it has established operations in Canada, Côte
d'Ivoire, Democratic Republic of Congo, Egypt, Gabon, Ghana, Guinea, Kenya,
Mali, Mauritania, Pakistan, Saudi Arabia, Tanzania, United States of America
and Zambia.
IMPORTANT NOTICES
This announcement is not for publication or distribution in or into the United
States of America. This announcement is not an offer of securities for sale
into the United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of securities is
being made in the United States.
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