REG - Sondrel (Holdings) - Result of GM, Cancellation and Re-registration

Sondrel (Holdings)Announcement

12/08/2024 14:00

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RNS Number : 1257A  Sondrel (Holdings) plc  12 August 2024

12 August 2024

Sondrel (Holdings) plc

("Sondrel", the "Company" and together with its subsidiaries the "Group")

 

Result of General Meeting, Cancellation and Re-registration

 

Further to the announcement on 22 July 2024, Sondrel (AIM: SND), a leading
provider of ultra-complex chips for leading global technology brands,
announces that all four resolutions, as set out in the notice of General
Meeting published on 22 July 2024 (the "Notice"), put to shareholders at the
Company's General Meeting today, were duly passed on a poll. Resolutions
numbered 1 and 2 in the Notice were passed as special resolutions and
resolutions numbered 3 and 4 in the Notice were passed as ordinary
resolutions.

 

The number of votes cast for and against each of the Resolutions proposed, and
the number of votes withheld were as follows:

 

  Resolution                                                                    Votes for    %       Votes against  %      Votes withheld*
 Resolution 1 (Special)                                                         128,258,108  94.06%  8,094,187      5.94%  291,395

 Cancellation of the admission of the Company's Ordinary Shares to trading on
 AIM
 Resolution 2 (Special)                                                         128,261,154  94.07%  8,091,140      5.93%  291,396

 Company be re-registered as a private company limited by shares and adoption
 of new articles of association
 Resolution 3 (Ordinary)                                                        134,872,812  98.92%  1,475,483      1.08%  295,395

 To receive the audited annual accounts of the Company for the year ended 31
 December 2023
 Resolution 4 (Ordinary)                                                        132,517,834  98.34%  2,236,494      1.66%  1,889,362

 To re-appoint CLA Evelyn Partners Limited as auditor of the Company

*A vote withheld is not a vote in law and any such votes have not been
included in the votes for or against the respective Resolutions.

 

The full text of the Resolutions can be found in the circular containing,
inter alia, the Notice, which was published and posted to Shareholders on 22
July 2024 (the "Circular") and is available on the Company's website at
https://ir.sondrel.com/investors/shareholder-information#notices.

 

In accordance with the passing of Resolutions 1 and 2 and subject to the
Cancellation becoming effective, the Company will re-register as a private
company limited by shares with the name Sondrel (Holdings) Limited and adopt
the new articles of association with effect from such re-registration.

 

The expected timetable of principal events in relation to the Cancellation and
Re-registration is as follows:

 

 Last day of dealings in Ordinary Shares on AIM  20 August 2024

 Time and date of Cancellation                   7.00 a.m. on 21 August 2024

 Re-registration as a private company            By 30 September 2024

 

Dealing and settlement arrangements

 

The Directors are aware that certain Shareholders may wish to acquire or
dispose of Ordinary Shares in the Company following the Cancellation.

 

Therefore, the Company has made arrangements for the Matched Bargain Facility
to assist Shareholders to trade in the Ordinary Shares to be put in place from
the day of Cancellation. The Matched Bargain Facility will be provided by J P
Jenkins Limited ("JP Jenkins"). JP Jenkins is a liquidity venue for unlisted
or unquoted assets in companies, enabling shareholders and prospective
investors to buy and sell equity on a matched bargain basis. JP Jenkins is a
trading name of InfinitX Limited and Appointed Representative of Prosper
Capital LLP (FRN453007).

 

Under the Matched Bargain Facility, Shareholders or persons wishing to acquire
or dispose of Ordinary Shares will be able to leave an indication with JP
Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with
members of the public), of the number of Ordinary Shares that they are
prepared to buy or sell at an agreed price. In the event that JP Jenkins is
able to match that order with an opposite sell or buy instruction, they would
contact both parties and then effect the bargain. Should the Cancellation
become effective and the Company put in place the Matched Bargain Facility,
details will be made available to Shareholders on the Company's website
at https://ir.sondrel.com/investors (https://ir.sondrel.com/investors)  and
directly by letter or e-mail (where appropriate).

 

Following Cancellation, the provision of the Matched Bargain Facility will be
kept under review by the Board and, in determining whether to continue to
offer a Matched Bargain Facility, the Company shall consider expected (and
communicated) Shareholder demand for such a facility as well as the
composition of the Company's register of members and the costs to the Company
and Shareholders. Shareholders should therefore note that there can be no
certainty that the Matched Bargain Facility will continue to be in place for
an extended period of time following Cancellation.

 

Defined terms used in this announcement have the meaning ascribed to them in
the Circular.

 

 

 Sondrel (Holdings) plc                                         Via Buchanan
 John Chubb, CEO                                                Tel: +44 (0) 20 7466 5000

 Cavendish Capital Markets Limited                              Tel: +44 (0) 20 7220 0500
 Ben Jeynes / Katy Birkin / George Lawson - Corporate Finance
 Michael Johnson - Sales

 Buchanan Communications                                        Tel: +44 (0) 20 7466 5000
 Chris Lane / Stephanie Whitmore / Jack Devoy / Abby Gilchrist  sondrel@buchanan.uk.com (mailto:sondrel@buchanan.uk.com)

About Sondrel

Sondrel is a UK-based fabless semiconductor company specialising in high end,
complex digital Application Specific Integrated Circuits (ASICs) and System on
Chips (SOCs). It provides a full turnkey service in the design, prototyping,
testing, packaging and production of ASICs and SoCs.

The Company is one of only a few companies capable of designing and supplying
the higher-spec chips built on the most advanced semiconductor technologies,
selling into a range of hyper growth end markets such as high-performance
computing, automotive, artificial intelligence, VR/AR, video analytics, image
processing, mobile networking and data centres.  Sondrel designs have enabled
products by leading technology brands including Apple (iPhone), Sony
(PlayStation), Meta's (Oculus), Samsung, Google and Sony smartphones, JVC
(prosumer camcorders), Tesla and Mercedes-Benz cars.

Sondrel is well-established, with a 20-year track record of successful
delivery, supported by long standing ecosystem partnerships including Arm,
TSMC and Samsung. Headquartered in the UK, Sondrel has a global presence with
offices in UK, USA, China, India and Morocco.

For more information please visit: ir.sondrel.com
(http://www.ir.sondrel.com/) .

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