REG - RentGuarantor Hldgs - Result of General Meeting
27/11/2025 11:45
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RNS Number : 3072J RentGuarantor Holdings PLC 27 November 2025
27 November 2025
RentGuarantor Holdings PLC
(the "Company" or "RentGuarantor")
Result of General Meeting
Total Voting Rights
Holdings in Company
Director/PDMR Shareholdings
RentGuarantor (AIM: RGG), a provider of rent guarantee services to prospective
tenants across the socio-economic spectrum wishing to rent property in the
UK(1) private rental sector, is pleased to announce that at the Company's
General Meeting, which was held earlier today (the "GM"), all resolutions were
duly passed.
Details of the proxy voting on each resolution are set out below:
Resolution Votes For Votes Against Votes Withheld* Total votes cast (excluding Withheld)*
No. of Ordinary Shares voted for % of Votes cast* No. of Ordinary Shares voted against % of votes cast* No. of Ordinary Shares
1. Authority to allot the Subscription Shares 79,765,918 99.996% 3,500 0.0044% - 79,769,418
2. Disapplication of statutory pre-emption rights in respect of the 79,765,918 99.996% 3,500 0.0044% - 79,769,418
Subscription Shares.
3. Approving the issue of Equity Securities in respect of the Warrants 79,765,912 99.996% 3,506 0.0044% - 79,769,418
and any Ordinary Shares resulting from their exercise
4. Disapplication of statutory pre-emption rights in respect of the 79,765,918 99.996% 3,500 0.0044% - 79,769,418
Equity Securities
5. Authority to allot further Ordinary Shares 79,765,918 99.996% 3,500 0.0044% - 79,769,418
6. Disapplication of statutory pre-emption rights in respect of the 79,765,918 99.996% 3,500 0.0044% - 79,769,418
further Ordinary Shares
* A 'Vote Withheld' is not a vote in law and has not been counted in the
calculation of the proportion of the votes 'For' and 'Against' a resolution.
Admission
As a result of the passing of the Resolutions at the GM, and as announced on 7
November 2025, it is expected that a total of 20,346,034 new Ordinary Shares
will be admitted to trading on AIM at 8.00 a.m. on 28 November 2025
("Admission").
Upon Admission, the Company will also issue a total of 20,346,034 Warrants to
the subscribers in the Subscription, as set out in the Company's announcement
of 7 November 2025.
Secondary sale of existing shares and PDMR share transfer
Further to the Company's announcement on 10 November 2025, the sales of a
total of 3,180,000 existing Ordinary Shares by Southpaw Ltd, a company
controlled by Paul Foy, RentGuarantor's CEO and Founder ("Southpaw"), are to
be completed upon Admission.
In Addition, Paul Foy, has today arranged to transfer 2,200,400 existing
Ordinary Shares owned directly by him to Ruvso Holdings Ltd (a company
controlled by Paul Foy) for nil consideration, to be completed upon Admission,
with no change in ultimate beneficial ownership.
Significant Shareholders' Shareholdings
The Company is aware of the following significant shareholders in the Company
(as defined in the AIM Rules for Companies) and the holdings of the Directors,
whose percentage interest in the Company's enlarged share capital will be
revised following Admission, as follows:
Significant Shareholders Number of Existing Ordinary Shares % of Number of Subscription Shares subscribed at the Issue Price Number of Ordinary Shares held on Admission % of
Existing Ordinary Shares Enlarged Share Capital on Admission
Paul Foy (CEO) 46,783,110* 37.45%* - 43,603,110** 30.02%**
Paul Ian Victor 7,561,808 6.05% - 7,561,808 5.21%
Michael Kenny 5,824,215 4.66% - 5,824,215 4.01%
John Paul O'Donoghue 5,447,720 4.36% - 5,447,720 3.75%
Martin Flatley 5,087,627 4.07% - 5,087,627 3.50%
David Foy 3,775,536 3.02% - 3,775,536 2.60%
Graham Duncan (Non-Executive Chairman) 633,333 0.51% - 633,333 0.44%
Kieron Becerra (Chief Financial Officer) 2,100,000 1.68% - 2,100,000 1.45%
Emma Foy (Chief Operating Officer) 10,000 0.01% - 10,000 0.007%
David Cliff (Non-Executive Director) 225,555 0.18% - 225,555 0.16%
* Paul Foy (the Company's Founder and Chief Executive Officer) is a director
of and the owner and ultimate beneficiary of Southpaw Limited which has a
pre-Admission interest of 31.17% in the Company and Ruvso Holdings Ltd which
has a pre-Admission interest of 4.41% interest in the Company (both of which
are Gibraltar registered companies). Emma Foy is also a director of Southpaw
Limited and Ruvso Holdings Ltd. Paul Foy also has a pre-Admission 1.76%
direct interest in the Company, with his partner, Caroline Dixon (who is also
a director of Southpaw Limited and Ruvso Holdings Ltd), having a pre-Admission
0.11% interest in the Company. Paul Foy therefore is considered to have a
total pre-Admission interest of 37.45% in the Company.
** Figures include the completion of the Secondary Sale of 3,180,000 existing
Ordinary Shares by Southpaw Ltd that were conditional on Admission, as
announced on 10 November 2025 and the transfer of 2,200,400 existing Ordinary
Shares owned directly by Paul Foy to Ruvso Holdings Ltd to be completed upon
Admission. Following Admission, Southpaw Limited will have an interest of
35,760,700 existing Ordinary Shares in the Company (equivalent to 24.62% of
the voting rights in the Company) and Ruvso Holdings Ltd will have an interest
of 7,707,050 existing Ordinary Shares in the Company (equivalent to 5.31% of
the voting rights in the Company. Following Admission, Paul Foy will not have
a direct interest in the Company, and his partner, Caroline Dixon will have a
0.09% interest in the Company. Following Admission, Paul Foy will therefore
be considered to have a total interest of 30.02% in the Company.
The notifications below, made in accordance with the requirements of the UK
Market Abuse Regulation, provide further details of transactions by persons
discharging managerial responsibilities and persons closely associated.
Total Voting Rights
Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 145,264,183 with each Ordinary Share carrying the
right to one vote. There are no Ordinary Shares held in treasury and
therefore the total number of voting rights in the Company is expected to be
145,264,183. The above figure 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 under the FCA's Disclosure, Guidance and Transparency Rules.
Capitalised terms used but not defined in this announcement have the same
meanings as set out in the circular to Shareholders dated 10 November 2025.
To engage with this announcement on our Investor Hub, please use the following
link: https://investorhub.rentguarantor.com/link/eY276r
(https://investorhub.rentguarantor.com/link/eY276r)
For more information, please contact:
RentGuarantor Holdings PLC
Paul Foy, Chief Executive Officer
+44 207 193 4418
Allenby Capital Limited (AIM Nominated Adviser and Broker)
Alex Brearley / Nick Harriss / Ashur Joseph (Corporate Finance)
Amrit Nahal / Kelly Gardiner (Sales and Corporate Broking)
+44 20 3328 5656
BlytheRay (Financial PR)
Megan Ray
Will Jones
+44 207 138 3204
rentguarantor@blytheray.com
About RentGuarantor
RentGuarantor provides a rent guarantee service to tenants wishing to rent
property in the UK(1) (currently excluding Northern Ireland) from the Private
Rental Sector ("PRS"). It is an online service where applications are managed
on a secure and bespoke digital platform designed and built by the Company.
The goal is to make the process as simple as possible, with applications only
taking a few minutes and RentGuarantor seeking to complete the application on
the same day.
(1) Currently excluding Northern Ireland.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Southpaw Ltd
2. Reason for the Notification
a) Position/status Southpaw Ltd is a person closely associated with PDMR Paul Foy (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 RentGuarantor Holdings Plc
b) LEI 2138003DCB4A9L6GVK13
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 10 pence each
Identification code ISIN: GB00BSVJ8W91
b) Nature of the transaction Sale of existing Ordinary Shares
b) Price(s) and volume(s) Price(s) Volume(s)
12.5 p 400,000
12.5 p 80,000
12.5 p 320,000
12.5 p 400,000
12.5 p 60,000
12.5 p 400,000
12.5 p 40,000
12.5 p 200,000
12.5 p 280,000
d) Aggregated information:
- Aggregated volume 2,180,000
- Price 12.5p
e) Date of the transaction 6 November 2025 to be completed on 28 November 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information:
- Aggregated volume
- Price
2,180,000
12.5p
e)
Date of the transaction
6 November 2025 to be completed on 28 November 2025
f)
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Southpaw Ltd
2. Reason for the Notification
a) Position/status Southpaw Ltd is a person closely associated with PDMR Paul Foy (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 RentGuarantor Holdings Plc
b) LEI 2138003DCB4A9L6GVK13
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 10 pence each
Identification code ISIN: GB00BSVJ8W91
b) Nature of the transaction Sale of existing Ordinary Shares
b) Price(s) and volume(s) Price(s) Volume(s)
12.5 p 1,000,000
d) Aggregated information:
- Aggregated volume 1,000,000
- Price 12.5p
e) Date of the transaction 10 November 2025 to be completed on 28 November 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information:
- Aggregated volume
- Price
1,000,000
12.5p
e)
Date of the transaction
10 November 2025 to be completed on 28 November 2025
f)
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Ruvso Holdings Ltd
2. Reason for the Notification
a) Position/status Ruvso Holdings Ltd is a person closely associated with PDMR Paul Foy (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 RentGuarantor Holdings Plc
b) LEI 2138003DCB4A9L6GVK13
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 10 pence each
Identification code ISIN: GB00BSVJ8W91
b) Nature of the transaction Transfer of existing Ordinary Shares from Paul Foy to Ruvso Holdings Ltd
b) Price(s) and volume(s) Price(s) Volume(s)
Nil consideration 2,200,400
d) Aggregated information:
- Aggregated volume 2,200,400
- Price Nil consideration
e) Date of the transaction 27 November 2025 to be completed on 28 November 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information:
- Aggregated volume
- Price
2,200,400
Nil consideration
e)
Date of the transaction
27 November 2025 to be completed on 28 November 2025
f)
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Paul Foy
2. Reason for the Notification
a) Position/status PDMR (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 RentGuarantor Holdings Plc
b) LEI 2138003DCB4A9L6GVK13
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 10 pence each
Identification code ISIN: GB00BSVJ8W91
b) Nature of the transaction Transfer of existing Ordinary Shares from Paul Foy to Ruvso Holdings Ltd
b) Price(s) and volume(s) Price(s) Volume(s)
Nil consideration 2,200,400
d) Aggregated information:
- Aggregated volume 2,200,400
- Price Nil consideration
e) Date of the transaction 27 November 2025 to be completed on 28 November 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information:
- Aggregated volume
- Price
2,200,400
Nil consideration
e)
Date of the transaction
27 November 2025 to be completed on 28 November 2025
f)
Place of the transaction
Outside a trading venue
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