REG - Dewhurst Group PLC - Result of General Meeting

DewhurstAnnouncement

21/08/2025 15:15

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RNS Number : 3155W  Dewhurst Group PLC  21 August 2025

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE UNITED STATES
OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR
DISTRIBUTION IS OR MAY BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
INVITATION TO PARTICIPATE IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM
ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM,
IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR
OTHERWISE.

 

21 August 2025

Dewhurst Group plc

("Dewhurst", the "Group" or "the Company")

Result of General Meeting

 

Dewhurst Group plc, the global manufacturer and supplier of quality components
to the lift, transport and keypad industries, announces that all resolutions
proposed at its General Meeting held today in connection with the proposed
Tender Offer, subsequent De-listing from AIM, Re-registration and adoption of
the New Articles were duly passed.

Accordingly and as set out in the shareholder circular published by the
Company on 5 August 2025 and which is available on the Company's website at
https://dewhurst-group.com/reports-documents/
(https://dewhurst-group.com/reports-documents/) (the "Circular"), the
cancellation of the admission of the Ordinary Shares and 'A' Shares of the
Company to trading on AIM is expected to take place on 11 September 2025.
Unless otherwise defined, capitalised terms in this announcement shall have
the meaning set out in the Circular.

Shareholders are reminded that the Company is currently undertaking a Tender
Offer for Ordinary Shares and 'A' Shares.

Under the Tender Offer, Shareholders may tender up to all of their Shares at a
price of:

·      £6.65 per 'A' Share; and

·      £9.00 per Ordinary Share.

The latest time and date for receipt of Tender Forms for the Tender Offer is
1.00 p.m. on 28 August 2025.

All Qualifying Shareholders are reminded that following cancellation of the
admission of the Ordinary Shares and 'A' Shares to trading on AIM, there will
no longer be a formal market mechanism enabling Shareholders to trade their
Shares on AIM on a daily basis.

As set out in the Circular, the Directors intend to establish a secondary
market trading facility following the De-listing becoming effective, however
there is no guarantee that this facility will provide liquidity in the future
or that shares sold through it will achieve a price equal to the Tender
Prices. It is intended that the trading facility will operate on an annual
basis.

Pursuant to resolutions passed at the Company's annual general meeting held on
18 February 2025, the Company is also authorised to make on-market purchases
of up to an aggregate of 496,380 Ordinary Shares and 663,828 'A' Shares
(representing 15% of the Company's  issued share capital), and currently
intends to make purchases in accordance with this authority following the
closing of the Tender Offer and prior to the De-listing becoming effective.

Result of General Meeting

The votes were conducted on a poll and a summary of the votes received is
detailed below.

     Resolution                                        Votes For  Votes Against  Votes Withheld
 1.  Tender Offer                                      2,531,392   41,046         431
 2.  De-listing                                        2,529,175   43,113         581
 3.  Re-registration and adoption of the New Articles  2,528,225   44,213         431

 

The full text of the resolutions proposed and passed at the General Meeting
can be found in the Circular containing, inter alia, the Notice of General
Meeting.

In accordance with the Resolutions, the Company will cancel the admission of
the Ordinary Shares and 'A' Shares to trading on AIM following conclusion of
the Tender Offer, and subsequently re-register as a private company and adopt
the New Articles.

The expected timetable of principal events is as follows:

                                                                                 2025
 Latest time and date for receipt of Tender Forms and settlement of TTE          1.00 p.m. on 28 August
 Instructions (i.e. Closing Date of the Tender Offer)
 Record Date for the Tender Offer                                                6.00 p.m. on 28 August
 Result of the Tender Offer announced                                            29 August
 CREST accounts settled in respect of unsold tendered Shares held in             2 September
 uncertificated form
 Payments through CREST made in respect of Shares held in uncertificated form    by 10 September
 successfully tendered
 Cheques despatched in respect of Shares held in certificated form successfully  by 10 September
 tendered
 Balancing certificates despatched in respect of unsold tendered                 by 10 September
 Last day of dealings in the Ordinary Shares and 'A' Shares on AIM               10 September
 Cancellation of admission of the Ordinary Shares and 'A' Shares to trading on    11 September
 AIM
 Re-registration as a private company                                            Expected by 26 September

 

 

Contacts for further enquiries:

 Dewhurst Group Plc                                          Tel: +44 (0)208 744 8200
 Richard Dewhurst, Chairman                                  www.dewhurst-group.com
 Jeremy Dewhurst, Chief Financial Officer

 Cavendish Capital Markets Limited (Financial Adviser)       Tel: +44 (0)207 220 0500
 Adrian Hadden
 Henrik Persson
 Hamish Waller
 Trisyia Jamaludin

 Singer Capital Markets (Nominated Adviser and Sole Broker)  Tel: +44 (0)207 496 3000
 Rick Thompson
 Alex Bond

 

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