REG - Nightcap PLC - Result of General Meeting

NightcapAnnouncement

01/06/2021 11:45

RNS Number : 4327A
  
Nightcap PLC
  
01 June 2021
  
 

1 June 2021
Nightcap plc
("Nightcap", the "Company" or the "Group")
Result of General Meeting
Director and PDMR Shareholdings
 
Nightcap (AIM: NGHT) announces that at the General Meeting of the Company held earlier today, all resolutions were passed. 
Further to the commentary in the Company's AIM admission document dated 7 January 2021, Nightcap announces that it has been informed by its bank that the London Cocktail Club is to receive a waiver in relation to the financial covenants attached to certain of its bank loans for the year ending 30 June 2021.
 
Voting at the General Meeting
The votes received from shareholders on each resolution proposed at the General Meeting are set out below. 
 



 
 
 
 
 
 
 
 


No. of votes for (including Chairman's discretion) 


% of total votes cast*
 
 


No. of votes against
 
 
 


% of total votes cast*
 
 


Total votes cast (excluding votes withheld)
 


No. of votes withheld*
 
 
 




1.   ORDINARY RESOLUTION




To grant authority to the directors to allot shares in the Company in respect of the Second Placing Shares and thereafter up to a nominal value of one-third of the Enlarged Share Capital.


78,313,900


99.9%


6,930


0.01%


78,320,830


-




2.    SPECIAL RESOLUTION




To disapply pre-emption rights in relation to the Second Placing Shares and in relation to the allotment of shares equivalent to 20% of the Company's Enlarged Share Capital.


78,313,900


99.9%


6,930


0.01%


78,320,830


-



 
*A vote "withheld" is not a vote in law and is not counted towards the votes cast "for" or "against" a resolution.
 
Admission and Total Voting Rights
Application has been made for the 21,040,757 Second Placing Shares, which once issued will rank pari passu with the existing Ordinary Shares in the Company, to be admitted to trading on AIM ("Admission"). Admission is expected to occur at 8.00 a.m. on or around 3 June 2021, following which the total number of Ordinary Shares and voting rights in the Company will be 185,475,192.
The figure of 185,475,192 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company pursuant to the FCA's Disclosure Guidance and Transparency Rules.
Further details of the Second Placing Shares and the Placing are contained within the Company's announcement of 12 May 2021.
 
Interests of Directors and persons discharging managerial responsibilities
Nightcaps' Directors will have the following percentage interests in the Enlarged Share Capital following Admission:



 
Director 


Number of Ordinary Shares held


Percentage of Enlarged Share Capital




Michael Willingham-Toxvaerd


12,552,501


6.77%




Sarah Willingham-Toxvaerd


21,686,584


11.69%




Tobias Van der Meer


9,050,000


4.88%




Lance Moir


360,000


0.19%




Thi-Hanh Jelf


180,000


0.10%



 
Certain of Nightcap's persons discharging managerial responsibilities (PDMRs) will have the following interests in the Enlarged Share Capital following Admission:



 
PDMR


Number of Ordinary Shares held


Percentage of Enlarged Share Capital




John James Goodman**


16,032,157


8.64%




James Hopkins


8,105,810


4.37%



 
** Includes 901,312 Ordinary Shares held by CGCC Ltd which is beneficially owned and controlled by John James Goodman.
 
Capitalised terms in this announcement shall have the meanings given to such terms in the circular issued by the Company dated 14 May 2021 unless otherwise defined herein.
 
For further enquiries:



Nightcap plc
Sarah Willingham-Toxvaerd / Toby Rolph / Gareth Edwards


 
c/o Fleet Street Communications 




Allenby Capital Limited (Nominated Adviser and Broker)
Nick Naylor / Alex Brearley (Corporate Finance)
Matt Butlin / Amrit Nahal / Tony Quirke (Sales and Corporate Broking)


 
+44 (0) 20 3328 5656
www.allenbycapital.com
 




Fleet Street Communications (Financial PR)
Mark Stretton / Mike Berry


+44 (0)20 3985 6810
www.fsc.uk.com



 

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