REG - ME Group Intl. - Notice of GM, Share Buyback and Rule 9 waiver

ME InternationalAnnouncement

10/02/2026 14:30

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RNS Number : 4698S  ME Group International PLC  10 February 2026

10 February 2026

 

ME GROUP INTERNATIONAL PLC

("ME Group" or "the Group" or "the Company")

 

Notice of General Meeting, Proposed Share Buy-Back Authority and Rule 9 Waiver

 

ME Group International plc (LON: MEGP), the instant-service vending equipment
group, announces that today it has posted a Circular to Shareholders giving
Notice of a General Meeting to be held at 10.00 a.m. on 26 February 2026 at
the offices of Hudson Sandler LLP, 25 Charterhouse Square, London, EC1M 6AE.

 

Proposed Share Buy-Back Authority and Rule 9 Waiver

 

The Company has historically sought authority and received approval from its
shareholders to make market purchases of its own shares, with the most recent
authority being granted at the Company's AGM on 25 April 2025, permitting the
Company to repurchase up to 37,682,875 Ordinary

Shares of 0.5p each ("Ordinary Shares"), equal to 10 per cent of the Company's
issued share capital as at 11 March 2025 (being the latest practicable date
before publication of the Notice of AGM on 19 March 2025).

 

However, despite this authority having already been granted, the Company has
been restricted from using it owing to the Concert Party being interested in
more than 30 per cent but less than 50 per cent of the total voting rights of
the Company as any increase in any member of the Concert Party's percentage
interest in Ordinary Shares (which includes any increase caused by way of a
share buy-back) would normally trigger an obligation for an offer to be made
by the Concert Party under Rule 9 of the City Code.

 

With a strong cash balance, which the Board believes will increase, the Board
has concluded that it wishes to have the flexibility to use its buy-back
authority in circumstances that it decides are in the best interests of the
Company.

 

Accordingly, the Company has today posted a Circular that sets out the
background to, and reasons why the Board believes it to be in the best
interests of Shareholders as a whole, for the Company to reapply for authority
to make market purchases of up to 37,772,333 of its Ordinary Shares (being 10
per cent of the Company's issued share capital as at the Latest Practicable
Date before publication of the Circular), under the same pricing parameters as
previously approved (the "Proposed Buy-Back Authority" and the "Repurchase
Resolution"). It is the Company's intention that the Proposed Buy-Back
Authority shall, if granted, expire at the conclusion of the annual general
meeting of the Company to be held in 2027.

 

In addition, The Panel on Takeovers and Mergers has agreed to waive the
obligation on the Concert Party to make a general offer for the entire issued,
and to be issued, share capital of the Company not already held by the Concert
Party which may arise under Rule 9 of the Takeover Code as a result of the
Company purchasing its Ordinary Shares under the Proposed Buy-Back Authority,
subject to approval on a poll by the Independent Shareholders of the Waiver
Resolution as set out in the Notice of GM.

 

The Circular sets out further details in respect of both the Repurchase
Resolution and the Waiver Resolution.

 

The Circular to Shareholders will be made available on ME Group's website,
https://me-group.com/.

Defined terms used in this announcement are the same as those defined in the
Circular unless the context requires otherwise.

 

Enquiries:

 

 ME Group International plc          +44 (0) 1372 453 399

 Serge Crasnianski, CEO

 Vladimir Crasneanscki, Deputy CEO

 Stéphane Gibon, CFO

 Hudson Sandler                      +44 (0) 20 7796 4133

 Wendy Baker / Nick Moore            me-group@hudsonsandler.com

 

NOTES TO EDITORS

 

ME Group International plc (LSE: MEGP) is an international market leader in
automated self-service equipment aimed at the consumer market.

 

The Group operates, sells and services a wide range of instant-service vending
equipment across 18 countries in its key regions of Continental Europe, the UK
& Republic of Ireland and Asia Pacific. The Group's services include:

 

Core activities:

 

 ·             Photo.ME  Photobooths and integrated biometric identification solutions
 ·             Wash.ME   Unattended laundry services and launderettes

 

Ancillary activities:

 

 ·             Print.ME       High-quality digital printing kiosks
 ·             Other vending  Primarily foodservice vending equipment (Feed.ME), Children's rides
                              (Amuse.ME), Photocopier services (Copy.ME)

 

The Group has a proven track record of innovation and diversification of its
products and services enabling it to respond to the evolving needs of its
customers and consumers.

 

The Group benefits from well-established partnerships and long-term contracts
with major site owners in attractive, high-footfall locations, enabling it to
offer multiple products and services onsite. Partners include supermarkets,
petrol forecourts, shopping malls (indoors and outdoors), transport hubs, and
administration buildings (City Halls, Police etc.).

 

The Company's shares have been listed on the London Stock Exchange since 1962.

 

For further information: www.me-group.com (http://www.me-group.com)

 

Disclaimer

 

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the
Financial Conduct Authority, is acting solely for the Company in connection
with the matters described in this announcement. Peel Hunt will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Peel Hunt or for advising any other person in relation
to the Proposed Buy-Back Authority and the other arrangements described in
this announcement. Peel Hunt has not authorised the contents of, or any part
of, this announcement and no liability whatsoever is accepted by Peel Hunt for
the accuracy of any information or opinions contained in this announcement or
for the omission of any information, which is the sole responsibility of the
Company.

 

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