REG - Mpac Group PLC - Result of General Meeting

MPACAnnouncement

18/10/2024 10:00

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RNS Number : 7814I  Mpac Group PLC  18 October 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS
INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF MPAC
GROUP PLC OR OTHER EVALUATION OF ANY SECURITIES OF MPAC GROUP PLC OR ANY OTHER
ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR
SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("UK MAR").

For immediate release

18 October 2024

Mpac Group plc

Result of General Meeting

Mpac Group plc ("Mpac" or the "Company") (AIM: MPAC), the AIM quoted global
leader in high-speed packaging and automation solutions, is pleased to
announce that all of the Resolutions put to the General Meeting earlier today
were duly passed. All of the Resolutions were decided on a poll. Resolution 1
was passed as an ordinary resolution and Resolution 2 was passed as a special
resolution. The voting results are set out later in this announcement (this
"Announcement").

Capitalised terms not defined in this Announcement have the meanings given to
them in the circular containing details of the Placing, the Retail Offer and
the Acquisition of CSi Palletising which was published by the Company on 2
October 2024 (the "Circular").

Completion of the Placing and the Retail Offer

As a result of the Resolutions being passed, the Placing of 7,250,000 Placing
Shares to raise gross proceeds of £29 million for the Company (before fees
and expense) has now completed, subject to admission of the Placing Shares to
trading on AIM.

In addition, the Retail Offer of 250,000 Retail Offer Shares to raise gross
proceeds of £1 million for the Company (before fees and expenses) has now
completed, subject to admission of the Retail Offer Shares to trading on AIM.

It is expected that admission of the Placing Shares and the Retail Offer
Shares to trading on AIM will occur at 8 00 a.m. on 21 October 2024.

Completion of the Acquisition

As set out in the Circular, the Acquisition of CSi Palletising is subject to,
amongst other things, it having been unconditionally authorised from a
national security perspective by a decision of the Romanian Competition
Council on terms that are reasonably satisfactory to Mpac Bidco.

The Company submitted a notification to the Romanian Competition Council for
its authorisation of the Acquisition from a national security perspective
ahead of publishing the Circular. Based on advice it has received, the Company
expects a decision to be made by the Romanian Competition Council within the
next couple of months, with Completion expected to be in December 2024. The
Company will provide further updates on Completion as and when appropriate.
1,039,500 Consideration Shares will be issued to the Sellers and admitted to
trading on AIM on Completion.  The Company will make a further announcement
through a RIS when it is expected that admission of the Consideration Shares
will become effective.

Total voting rights

Following Admission of the Fundraising Shares, the Company's issued ordinary
share capital will consist of 29,033,773 Ordinary Shares, all with voting
rights. The total number of current voting rights in the Company will
therefore be 29,033,773. This figure 29,033,773 may be used by Shareholders as
the denominator for the calculation by which they will determine if they are
required to notify their interest in, or a change in their interest in, the
Company.

Directors' participation in the Placing

The following Directors have participated in the Placing as set out below (the
"Directors' Participation"):

 Director            Position                 Amount (£)   Number of

Placing Shares
 Andrew Kitchingman  Non-executive Chairman   10,000       2,500
 Adam Holland        Chief Executive Officer  20,000       5,000
 William Wilkins     Group Finance Director   20,000       5,000
 Sara Fowler         Non-executive Director   20,000       5,000
 Matthew Taylor      Non-executive Director   20,000       5,000
 Total                                        90,000       22,500

 

Further detail on the Directors' Participation as required in accordance with
UK MAR is set out at the end of this Announcement.

 

Voting results from the General Meeting

 No  Resolution                                                                     Votes FOR  %      Votes AGAINST  %     % of issued share capitalvoted  Votes WITH-HELD
 1   To authorise the Directors to allot the New Ordinary Shares pursuant to the    5,155,847  99.38  32,043         0.62  24.09                           17,280
     Fundraising and the Acquisition in accordance with section 551 of the
     Companies Act 2006
 2   To authorise the Directors to disapply statutory pre-emption rights in         5,142,148  99.19  41,943         0.81  24.07                           21,079
     relation to the issue of the New Ordinary Shares pursuant to the Fundraising
     and the Acquisition

 

The Company also publishes at the end of this Announcement, the
post-transaction report in accordance with the most recently published
Pre-Emption Group Statement of Principles (2022).

 

For further information please contact:

 Mpac Group plc                                                        Tel: +44 (0) 24 7642 1100

 Adam Holland, Chief Executive

 Will Wilkins, Group Finance Director
 Shore Capital (Nominated Adviser, Joint Broker and Joint Bookrunner)  Tel: +44 (0) 20 7408 4050

 Advisory

 Patrick Castle/Sophie Collins

 Broking

 Henry Willcocks

 Panmure Liberum (Joint Broker and Joint Bookrunner)                   Tel: +44 (0) 20 3100 2000

 Edward Mansfield

 Will King

 Anake Singh

 Hudson Sandler                                                        Tel: +44 (0) 20 7796 4133

 Nick Lyon

 Nick Moore

 Francesca Rosser

 

 

This Announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the Announcement should be
read and understood.

The person responsible for arranging the release of this Announcement on
behalf of the Company is William Wilkins, Group Finance Director of the
Company.

 

The information below (set out in accordance with the requirements of UK MAR)
provides further detail:

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Andrew Kitchingman
 2    Reason for the notification
 a)   Position/status                                              Non-executive Chairman
 b)   Initial notification /Amendment                              Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Mpac Group plc
 b)   LEI                                                          213800J3KUDYLRHHU562
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 25 pence each ("Ordinary Shares")

Identification code

                                                                   GB0005991111

 b)   Nature of the transaction                                    Purchase of Ordinary Shares
 c)   Price(s) and volume(s)                                       2,500 Ordinary Shares

                                                                   400 pence

 d)   Aggregated information

      Aggregate volume Price                                       N/A

 e)   Date of the transaction                                       17 October 2024
 f)   Place of the transaction                                      London Stock Exchange, AIM

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Adam Holland
 2    Reason for the notification
 a)   Position/status                                              Chief Executive Officer
 b)   Initial notification /Amendment                              Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Mpac Group plc
 b)   LEI                                                          213800J3KUDYLRHHU562
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 25p each ("Ordinary Shares")

Identification code

                                                                   GB0005991111

 b)   Nature of the transaction                                    Purchase of Ordinary Shares
 c)   Price(s) and volume(s)                                       5,000 Ordinary Shares

                                                                   400 pence

 d)   Aggregated information

      Aggregate volume Price                                       N/A

 e)   Date of the transaction                                       17 October 2024
 f)   Place of the transaction                                      London Stock Exchange, AIM

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         William Wilkins
 2    Reason for the notification
 a)   Position/status                                              Group Finance Director
 b)   Initial notification /Amendment                              Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Mpac Group plc
 b)   LEI                                                          213800J3KUDYLRHHU562
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 25p each ("Ordinary Shares")

Identification code

                                                                   GB0005991111

 b)   Nature of the transaction                                    Purchase of Ordinary Shares
 c)   Price(s) and volume(s)                                       5,000 Ordinary Shares

                                                                   400 pence

 d)   Aggregated information

      Aggregate volume Price                                       N/A

 e)   Date of the transaction                                       17 October 2024
 f)   Place of the transaction                                      London Stock Exchange, AIM

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Sara Fowler
 2    Reason for the notification
 a)   Position/status                                              Non-executive Director
 b)   Initial notification /Amendment                              Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Mpac Group plc
 b)   LEI                                                          213800J3KUDYLRHHU562
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 25p each ("Ordinary Shares")

Identification code

                                                                   GB0005991111

 b)   Nature of the transaction                                    Purchase of Ordinary Shares
 c)   Price(s) and volume(s)                                       5,000 Ordinary Shares

                                                                   400 pence

 d)   Aggregated information

      Aggregate volume Price                                       N/A

 e)   Date of the transaction                                       17 October 2024
 f)   Place of the transaction                                      London Stock Exchange, AIM

 

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Matthew Taylor
 2    Reason for the notification
 a)   Position/status                                              Non-executive Director
 b)   Initial notification /Amendment                              Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Mpac Group plc
 b)   LEI                                                          213800J3KUDYLRHHU562
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 25p each ("Ordinary Shares")

Identification code

                                                                   GB0005991111

 b)   Nature of the transaction                                    Purchase of Ordinary Shares
 c)   Price(s) and volume(s)                                       5,000 Ordinary Shares

                                                                   400 pence

 d)   Aggregated information

      Aggregate volume Price                                       N/A

 e)   Date of the transaction                                       17 October 2024
 f)   Place of the transaction                                      London Stock Exchange, AIM

 

Post-transaction report in accordance with the most recently published
Pre-Emption Group Statement of Principles (2022).

 Name of issuer       Mpac Group plc

 Transaction details  The Company raised £30.0m via a Placing and Retail Offer. The 7,500,000 new
                      ordinary shares issued pursuant to the Placing and Retail Offer represented
                      approximately 34.8 per cent. of the Company's issued ordinary share capital
                      prior to the Fundraising.

                      Admission of the Placing Shares and Retail Offer Shares will take place at
                      8.00 a.m. on 21 October 2024.

 Use of proceeds      The net proceeds of the Placing were used to part fund the acquisition of CSi
                      Palletising, with the remaining consideration financed from the Company's new
                      Facilities with HSBC. The net proceeds of the Retail Offer are expected to be
                      used for general working capital purposes including reducing the Company's
                      debt levels.

                      Further details can be found in Circular published by the Company on 2 October
                      2024, which should be read in conjunction with this Announcement.

 Quantum of proceeds  In aggregate, the Placing and Retail Offer raised gross proceeds of
                      approximately £30.0 million.

 Discount             The Issue Price of 400 pence per share represented a discount of
                      approximately 3.6 per cent. to the closing middle market price of 415 pence
                      on 30 September 2024, being the latest practicable date prior to the
                      publication of the Placing launch announcement.

 Allocations          Soft pre-emption has been adhered to in the allocations process. The Company
                      was involved in the allocations process, which was carried out in compliance
                      with applicable MiFID II allocation requirements. Allocations made outside of
                      soft pre-emption were preferentially directed towards existing shareholders
                      and wall-crossed accounts.

 Consultation         Shore Capital and Panmure Liberum, as the Company's Joint Bookrunners and
                      Joint Brokers, undertook a pre-launch wall-crossing process, including
                      consultation with major shareholders, to the extent reasonably practicable and
                      permitted by law.

 Retail investors     The Placing was accompanied by a Retail Offer, for 250,000 new Ordinary
                      Shares, via the Bookbuild platform.

                      Retail investors who participated in the Retail Offer were able to do so at
                      the same Issue Price as all other investors participating in the Placing.

                      The Retail Offer was made available to existing shareholders in the UK.
                      Investors were able to participate through the Bookbuild Platform. As such, to
                      the extent practicable on the transaction timetable, eligible UK retail
                      shareholders had the opportunity to participate in the Fundraising alongside
                      institutional investors.

 

Important Notices

SCS and SCC are authorised and regulated by the FCA in the United Kingdom and
are acting exclusively for Mpac and no one else in connection with the
Placing, and SCS and SCC will not be responsible to anyone (including any
Placees) other than Mpac for providing the protections afforded to its clients
or for providing advice in relation to the Placing or any other matters
referred to in this Announcement.

Panmure Liberum is authorised and regulated by the FCA in the United Kingdom
and is acting exclusively for Mpac and no one else in connection with the
Placing, and Panmure Liberum will not be responsible to anyone (including any
Placees) other than Mpac for providing the protections afforded to its clients
or for providing advice in relation to the Placing or any other matters
referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners or by any of their respective Representatives as to,
or in relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly
disclaimed.

The responsibilities of SCC as Mpac's nominated adviser under the AIM Rules
for Nominated Advisers are owed solely to the London Stock Exchange and are
not owed to Mpac or to any Director or to any other person.

This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of Mpac's plans and its current goals and
expectations relating to its future financial condition, performance,
strategic initiatives, objectives and results.  Forward-looking statements
sometimes use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning.  By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of Mpac,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which Mpac and its affiliates operate, the
effect of volatility in the equity, capital and credit markets on Mpac's
profitability and ability to access capital and credit, a decline in Mpac's
credit ratings; the effect of operational risks; and the loss of key
personnel.  As a result, the actual future financial condition, performance
and results of Mpac may differ materially from the plans, goals and
expectations set forth in any forward-looking statements.  Any
forward-looking statements made in this Announcement by or on behalf of Mpac
speak only as of the date they are made.  Except as required by applicable
law or regulation, Mpac expressly disclaims any obligation or undertaking to
publish any updates or revisions to any forward-looking statements contained
in this Announcement to reflect any changes in Mpac's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statement is based.

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of Mpac for the current or future financial years
would necessarily match or exceed the historical published earnings per share
of Mpac.

The Fundraising Shares to be issued pursuant to the Fundraising will be not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.

The Fundraising Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Fundraising or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of any
province or territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Fundraising Shares;
and the Fundraising Shares have not been, nor will they be, registered under
or offered in compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, the Republic of South
Africa or Japan.  Accordingly, the Fundraising Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom or the EEA.

Neither the content of Mpac's website nor any website accessible by hyperlinks
on Mpac's website is incorporated in, or forms part of, this Announcement.

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