REG - Checkit PLC - Result of General Meeting

CheckitAnnouncement

19/03/2025 12:15

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RNS Number : 3288B  Checkit PLC  19 March 2025

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION (EACH BEING THE "RESTRICTED JURISDICTIONS") WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.

 

FOR IMMEDIATE RELEASE

 

19 MARCH 2025

 

CHECKIT PLC

 

RESULT OF GENERAL MEETING, LAPSE OF OFFER

 

Checkit (AIM: CKT), the automated monitoring platform for operational
leaders, announces that at the General Meeting held at 10.00 a.m. today, the
resolution to approve the allotment of the New Ordinary Shares in connection
with the recommended all-share merger (the "Merger") of Checkit and Crimson
Tide was passed by the requisite majority of Checkit Shareholders.

 

The Board also notes the announcement by Crimson Tide today that, at the
Crimson Tide Court Meeting, the requisite majority of Crimson Tide Scheme
Shareholders did not vote in favour of the resolution to approve the Scheme.

 

Lapse of the Offer

As a result of votes cast at the Crimson Tide Court Meeting, the Board notes
that the Merger has not satisfied the conditions as outlined in the Scheme
Document and, as such, the Merger has now lapsed.

Checkit is now subject to the restrictions set out in Rule 35.1 of the Code
and is prohibited from, amongst other things, making any offer for Crimson
Tide for a period of 12 months from the date of this announcement except if
these restrictions are set aside with the consent of the Panel in the
circumstances set out in Note 1 to Rule 35.1.

 

Voting Results at the General Meeting

 

At the General Meeting, the ordinary resolution to approve the allotment of
the New Ordinary Shares in connection with the Merger was duly passed on a
poll vote. The results are detailed as follows:

 

 Resolution                                                                          Votes For (Including Chairman's discretionary votes)      Votes Against                                       Total Votes Cast (excluding votes withheld)          Votes withheld¹
                                                                                     No. of Ordinary Shares       % of Ordinary Shares voted   No. of Ordinary Shares  % of Ordinary Shares voted  No. of Ordinary Shares  % of issued share capital²   No. of Ordinary Shares
 1       To approve the allotment of the New Ordinary Shares in connection with the  45,926,871                   99.80                        93,799                  0.20                        46,020,670               42.61                       23,506,526
         Merger

*All percentages rounded to two decimal places.

 

¹ A vote withheld is not a vote in law.

² As at 6.00 p.m. on 17 March 2025 (being the time at which Checkit
Shareholders must be registered on the register of members of Checkit to be
entitled to attend, speak and vote at the General meeting), the total number
of issued Ordinary Shares in Checkit was 108,008,562 carrying one vote each on
a poll. Therefore, the total number of votes exercisable at the General
meeting was 108,008,562.

 

Full details and the text of the resolution, together with explanatory notes,
are set out in the notice of General Meeting contained in the circular which
was published on 20 February 2025 (the "Circular"). The Circular is available
on the Checkit website:
https://info.checkit.net/recommended-crimson-tide-plc-documents-merger
(https://info.checkit.net/recommended-crimson-tide-plc-documents-merger) .

 

Full details of the resolution that was proposed at the Crimson Tide Court
Meeting is set out in the notice of that meeting contained in the Scheme
Document.

 

Capitalised terms used but not defined in this announcement have the same
meaning as set out in the Circular.

 

 Enquiries:

 Checkit plc                                                                       +44 (0) 1223 643313
 www.Checkit.net (http://www.checkit.net/)
 Kit Kyte (Chief Executive Officer)
 Kris Shaw (Chief Financial Officer)
 Singer Capital Markets (Financial Adviser, Nominated Adviser & Broker to          +44 (0) 20 7496 3000
 Checkit)
 Shaun Dobson / Peter Steel / James Fischer
 Yellowstone Advisory (Investor Relations)                                         +44 (0) 203 951 8907
 Alex Schlich                                                                      alex@yellowstoneadvisory.com

 

Important notices

 

Singer Capital Markets Advisory LLP, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
Financial Adviser, Nominated Adviser and Broker exclusively for Checkit and
no-one else in connection with the matters set out in this Announcement and
will not regard any other person as their client in relation to such matters
and will not be responsible to anyone other than Checkit for providing the
protections afforded to clients of Singer Capital Markets nor for providing
advice in relation to the Merger or any matter referred to in this
Announcement.

 

This Announcement is for information purposes only. It does not constitute an
offer or form part of any offer or an invitation to purchase, subscribe for,
sell or issue, any securities or a solicitation of any offer to purchase,
subscribe for, sell or issue any securities pursuant to this Announcement or
otherwise in any Restricted Jurisdiction in which such offer or solicitation
is unlawful. This Announcement does not comprise a prospectus or a prospectus
exempted document.

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