REG - Kistos PLC - Results of General Meeting & Scheme of Arrangement

Kistos HoldingsAnnouncement

14/12/2022 14:00

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RNS Number : 7269J  Kistos PLC  14 December 2022

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14 December 2022

Kistos plc

Results of General Meeting and Scheme of Arrangement

The board of directors of Kistos plc ("Kistos" or "Company" or, together with
its subsidiary or subsidiary undertakings, the "Group") (AIM: KIST) announces
that further to its announcement on 22 November 2022 and the circular prepared
by the Company in relation to the proposed scheme of arrangement under Part 26
of the Companies Act 2006, as amended, copies of which have been sent to
shareholders of the Company and made available for inspection on the Kistos
website: https://kistosplc.com/investors/circulars/ , a court meeting ("Court
Meeting") was held today 2022 at 10.30 a.m. and a general meeting ("GM") of
the Company occurred thereafter at 10.50 a.m.

The Company is pleased to announce that all resolutions proposed at the Court
Meeting and the GM were duly passed by shareholders. The resolutions and
voting outcomes are set out below.

Results of the Court Meeting

 RESOLUTION                                                                               IN FAVOUR                          AGAINST                            VOTES WITHHELD
             Number of shares                                                             % Voting Shares  Number of Shares  % Voting Shares  Number of Shares
 1.          To approve the scheme of arrangement and to authorise the Directors to take  35,088,611       99.999866%        3,986            0.0000114%        0
             all necessary actions

 

Results of the GM

 RESOLUTION                                                                                 IN FAVOUR                          AGAINST                            VOTES WITHHELD
             Number of shares                                                               % Voting Shares  Number of Shares  % Voting Shares  Number of Shares
 2.          To approve the adoption of the amended articles of association of the Company  35,074,432       99.993759%        1,186            0.0003381%        1,003
 3.          To approve the scheme of arrangement and to authorise the Directors to take    35,074,432       99.993759%        1,186            0.0003381%        1,003
             all necessary actions

 

The Company will now proceed to take the formal steps to implement the
reorganisation, the timeline for which is set out below:

 Scheme Sanction Hearing                                                         Monday 19 December 2022
 Last day of dealings in, and for registration of transfers of, Kistos plc       Wednesday 21 December 2022
 Ordinary Shares
 Scheme Record Time                                                              Close of business on Wednesday 21 December 2022
 Scheme Effective Date                                                           Thursday 22 December 2022
 Scheme Effective Time                                                           Immediately prior to 8.00 a.m. on Thursday 22 December 2022
 Delisting of Kistos plc Ordinary Shares                                         8.00 a.m. on Thursday 22 December 2022
 Admission of, and dealings commence in, Kistos Holdings plc Ordinary Shares on  8.00 a.m. on Thursday 22 December 2022
 AIM
 Crediting of Kistos Holdings plc Ordinary Shares to CREST accounts              As soon as is practical on Thursday 22 December 2022
 Dispatch of share certificates for Kistos Holdings plc Ordinary Shares          By Thursday 3 January 2023

 

The above dates are provisional and the current time and may be impacted by
national strikes and other matters. The Company will advise any changes to
times and dates by RNS.

For further information please contact:

 Kistos plc

 Andrew Austin, Executive Chairman             Tel: +44 (0)20 3757 4983

 (c/o Hawthorn Advisors)
 Panmure Gordon (Nomad, Joint Broker)          Tel: +44 (0)20 7886 2500

 John Prior /James Sinclair-Ford

 Hawthorn Advisors (Public Relations Advisor)  Tel: +44 (0)20 3745 4960

 Henry Lerwill/ Simon Woods
 Berenberg (Joint Broker)                      Tel: +44 (0)20 3207 7800

 Matthew Armitt / Ciaran Walsh
 Camarco (Public Relations Advisor)

 Billy Clegg / Georgia Edmonds                 Tel: +44 (0)20 3757 4983

 

 

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