REG - Crimson Tide PLC - Results of Court Meeting and General Meeting

Crimson TideAnnouncement

19/03/2025 12:00

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RNS Number : 3270B  Crimson Tide PLC  19 March 2025

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FOR IMMEDIATE RELEASE

19 March 2025

Crimson Tide plc

("Crimson Tide", "the Company" or "Group")

Results of Court Meeting and General Meeting on 19 March 2025

 

Crimson Tide plc, the provider of the mpro5 process management app, announces
the results of the Court Meeting and General Meeting held today in connection
with the recommended all-share merger of Checkit plc ("Checkit") and Crimson
Tide (the "Merger").

At the Court Meeting, as more particularly described below, the requisite
majority of Crimson Tide Scheme Shareholders did not vote in favour of the
resolution to approve the Scheme.

At the General Meeting, as more particularly described below, the requisite
majority of Crimson Tide Shareholders did not vote in favour of the special
resolution put to the General Meeting.

Full details of the resolution that was proposed at the Court Meeting are set
out in the notice of the Court Meeting contained in the Scheme Document and
full details of the resolution that was proposed at the General Meeting are
set out in the notice of the General Meeting contained in the Scheme Document.

Lapse of the Scheme

As a result of votes cast at the Court Meeting and the General Meeting, the
Crimson Tide Directors note that the conditions of the Scheme as outlined in
the Scheme Document have not been satisfied and as such, the Scheme has now
lapsed. As the Scheme has lapsed, Crimson Tide is no longer in an offer period
for the purposes of the Takeover Code.

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 put aside with the consent of the Panel in the
circumstances set out in Note 1 to Rule 35.1.

Voting results of the Court Meeting

The results of the poll at the Court Meeting are set out in the table below.
Each Crimson Tide Scheme Shareholder present in person or by proxy was
entitled to one vote for each Scheme Share held at the Voting Record Time.

 Results of Court Meeting       FOR        AGAINST    TOTAL
 Number of Scheme Shares voted  2,400,684  2,346,030  4,746,714
 Percentage ((1))               50.58%     49.42%     100.00%

((1) )Rounded to two decimal places.

 

Voting results of the General Meeting

The results of the poll at the General Meeting are set out in the table below.
Each Crimson Tide Shareholder present in person or by proxy was entitled to
one vote for each Share held at the Voting Record Time.

 Results of General Meeting  FOR        AGAINST    TOTAL
 Number of Shares voted      2,582,182  2,449,004  5,031,186
 Percentage ((1))            51.32%     48.68%     100.00%

((1) )Rounded to two decimal places.

 

Commenting on the above, Jacqueline Daniell, Chairman commented:

"Whilst this result is regrettable the Board respects the outcome of the
Scheme process.  We now look forward to moving the business forward and will
update shareholders regarding FY24 and current trading at the Company's next
results, expected during April 2025."

 

Further Information

Capitalised terms used but not defined in this announcement shall have the
meanings given to them in the Scheme document related to the Merger posted to
Crimson Tide Shareholders on 20 February 2025 (the "Scheme Document"), a copy
of which is available on Crimson Tide's
website   at   https://crimsontide.co.uk/offer
(https://crimsontide.co.uk/offer) .

 

Enquiries:

 Crimson Tide plc                                                             +44 1892 542444
 https://crimsontide.co.uk
 Jacqueline Daniell (Chair)

 Phil Meyers (Chief Executive Officer)
 Peter Hurter (Chief Financial Officer)
 Cavendish Capital Markets (Financial Adviser, Nominated Adviser, Rule 3      +44 (0) 20 7220 0500
 Adviser and Corporate Broker to Crimson Tide)
 Julian Blunt / Henrik Persson / Dan Hodkinson - Corporate Finance
 Andrew Burdis / Harriet Ward - Corporate Broking

 

 

Important Notices

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise, or the solicitation of any vote in
favour or approval of any offer in any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction and any such offer (or
solicitation) may not be extended in any such jurisdiction.

Any securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended, or with any securities
regulatory authority of any state of the United States and may not be offered
or sold in the United States absent registration or an applicable exemption
from registration thereunder.

This announcement has been prepared in accordance with English law and the
City Code of Takeovers and Mergers (the "Takeover Code"), and information
disclosed may not be the same as that which would have been prepared in
accordance with laws outside of the United Kingdom. The distribution of this
announcement in jurisdictions outside the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement comes should
inform themselves about, and observe, such restrictions. Any failure to comply
with the restrictions may constitute a violation of the securities law of any
such jurisdiction.

Disclaimer

Cavendish Capital Markets Limited, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively for
Crimson Tide and for no one else in connection with the subject matter of this
Announcement and will not be responsible to anyone other than Crimson Tide for
providing the protections afforded to clients of Cavendish or for providing
advice in relation to the contents of this Announcement or any matters
referred to in this Announcement.

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