REG - System1 Group PLC - Result of General Meeting

System1Announcement

21/04/2023 12:00

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RNS Number : 0864X  System1 Group PLC  21 April 2023

Press Release                                                                                       21 April 2023

 

 

System1 Group PLC (AIM: SYS1)

("System1", or "the Company", or "the Group")

 
Result of General Meeting

 

System1 Group PLC (AIM: SYS1) announces the result of the Company's general
meeting that was held earlier today following a requestion from Stefan Barden
(former System1 Chief Executive Officer and Board Adviser) and James Geddes
(former System1 Chief Financial Officer) (the "Requestioning Shareholders")
for a general meeting of the Company (the "Requisition").

 

A poll was held on each of the resolutions proposed by the Requestioning
Shareholders and the results of the poll are set out below. None of the
resolutions were passed, with a majority of shareholders supporting the
Board's recommendation by voting against these resolutions.

 

The Board set out its views on the resolutions in a Circular to shareholders,
a response statement to the Requisitioning Shareholders and consulted with a
large number of shareholders ahead of the general meeting.

 

The Board believes that as it is currently constructed it possesses the mix of
skills and experience necessary to oversee the Company and deliver its
strategy and is pleased that this was reflected with the level of shareholders
that voted against the resolutions.

 

The Board acknowledges that whilst all resolutions were rejected, over 20% of
votes were cast in favour of the resolutions, including an estimated 9.08% by
the Requestioning Shareholders. The Board will continue to engage with
shareholders to improve alignment on the strategy, objectives and most
importantly its delivery and, as required under the QCA Corporate Governance
Code, will explain any different action it will take as a result of the vote
with its full year results.

 

The full text of each resolution is contained in the notice of general meeting
which is available on the Company's website at
https://system1group.com/investors/shareholder-info.

 

Rupert Howell, Non-Executive Chairman of System1, said:

 

"The Board would like to thank shareholders for the support received at
today's meeting.  We were pleased that shareholders supported the Board's
recommendations, with an average of 58.23% per cent. of shareholders who
voted, opposing the resolutions.

 

The Board recently conducted a strategic review of its operations which was
very thorough, including an investigation of various go-to-market structures
and strategies, a Board review of M&A opportunities, and external advisor
feedback.

 

Whilst recent years' revenue growth has not met management or shareholder
aspirations, under revived new leadership the business has delivered a strong
FY23 in the platform business, with high levels of H2 revenue growth, achieved
through the combined data and data-led consultancy offer.

 

We strongly believe that we have the right go-to-market strategy and team and
that we will see growth continue in the next year. This growth should
ultimately create more strategic value to the business.

 

We will continue to engage with those shareholders who voted in favour of the
resolutions to improve alignment on the Company's strategy.

 

We welcome the strong support for the Board's position received today from
other shareholders and look forward to continuing to deliver on our ambitious
growth plans."

 

 

 

 Resolutions                                                                         Number of votes "For"  % of votes "For"      Number of votes "Against"     % of votes "Against"  Total Votes Cast (excluding Withheld)        Number of votes "Withheld"
 1       To retire Rupert Howell as Chairman and a Non-Executive Director of the     4,324,368                         41.65%                    6,058,554      58.35%                               10,382,922     309,678
         Company
 2       To elect Stefan Barden as Executive Chairman and a Director of the Company  4,632,060                         43.33%                    6,058,554      56.67%                               10,690,614     1,986
 3       To retire Philip Machray as a Non-Executive Director of the Company         4,324,328                         41.65%                    6,058,594      58.35%                               10,382,922     309,678
 4       To re-elect John Kearon as a Director of the Company but moving into a      4,324,368                         40.45%                    6,366,246      59.55%                               10,690,614     1,986
         Non-Executive capacity

 

As at the date of the General Meeting, the number of issued ordinary shares in
the capital of the Company entitled to attend and vote for or against all
resolutions was 12,678,929. In accordance with the Company's Articles of
Association, on a poll, every member has one vote for every share held. Votes
withheld are not votes in law and have not been counted in the calculation of
the proportion of vote "for" or "against" a resolution.

 

Further information on the Company can be found at www.system1group.com.

 

This announcement contains inside information for the purposes of article 7 of
the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the
Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication
of this announcement, this information is now considered to be in the public
domain.

 
For further information, please contact:

 

 System1 Group PLC                                           Tel: +44 (0)20 7043 1000
 James Gregory, Chief Executive Officer
 Chris Willford, Chief Financial Officer

 Canaccord Genuity Limited (Nominated Adviser & Broker)      Tel: +44 (0)20 7523 8000
 Simon Bridges / Andrew Potts/Harry Rees

 

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