Scheme Effective, Board Changes & AGM Resolutions
07/09/2023 07:32
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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been withdrawn.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 0500
John Farrugia, Chief Executive investor.relations@finncap.com
Officer
Richard Snow, Chief Financial Officer
Henrik Persson, Strategic PLC Advisory
Grant Thornton (Nominated Adviser to finnCap) Tel: +44 (0)20 7383 5100
Philip Secrett/Samantha Harrison/Samuel Littler
Oberon Capital (Joint Broker to Tel: +44 (0)20 3179 5344
finnCap)
Mike Seabrook
finnCap Ltd (Joint Broker to Tel: +44 (0)20 7220 0500
finnCap)
Tim Redfern
Hudson Sandler (PR Adviser to finnCap) Tel: +44 (0)7977 927142
Dan de Tel: +44 (0)7702 596674
Belder
Rebekah Chapman
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