REG - Chill Brands Group - Result of AGM

Chill BrandsAnnouncement

29/09/2022 16:30

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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 special resolution                                                   No. of votes                              %      No. of 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 and consider the Company's audited accounts for the year ended    To be proposed at the adjourned meeting.
 31 March 2022 and reports on those accounts.
 4.  To approve the directors' remuneration report (excluding the directors'      To be proposed at the adjourned meeting.
 remuneration policy).
 5.  To approve the directors' remuneration policy.                               To be proposed at the adjourned meeting.
 6.  To re‐appoint PKF Littlejohn LLP as the Company's auditors.                  To be proposed at the adjourned meeting.
 7.  To authorise the directors to determine the remuneration of the auditors.    To be proposed at the adjourned meeting.
 8.  To authorise the directors to allot shares and grant rights in respect of    49,457,232                                99.89  56,828        0.11  262,063   49,514,060
 shares.
 9.*  To empower the directors to allot equity securities under the authority     49,209,270                                99.00  495,280       1.00  71,573    49,704,550
 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.
 10.*  To empower the directors in addition to allot equity securities under      49,209,770                                99.00  494,780       1.00  71,573    49,704,550
 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.
 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        49,691,791                                99.94  31,000        0.06  53,332    49,722,791
 general meeting, to be called on not less than 14 clear days' notice.

 

 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 (http://www.chillbrandsgroup.com/)

Media enquiries:

Chill Brands Group plc
 
contact@chillbrandsgroup.com

 Allenby Capital Limited (Financial Adviser and Broker)  +44 (0) 20 3328 5656

 Nick Harriss/Nick Naylor (Corporate Finance)

Kelly Gardiner (Equity Sales)

 

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