REG - Thruvision Group PLC - Result of GM and completion of Capital Raising

ThruvisionAnnouncement

28/07/2025 11:00

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RNS Number : 8107S  Thruvision Group PLC  28 July 2025

28 July 2025

Thruvision Group plc

 

Result of General Meeting and completion of Capital Raising

 

Thruvision Group plc (AIM: THRU), the leading provider of walk-through
security technology (the "Company" and, together with its subsidiary
undertakings, the "Group"), announces that following the General Meeting
("GM") held earlier today, all Resolutions were duly passed by the requisite
majority. The number of proxies received in respect of each resolution were as
follows:

 

             Resolution                                                        Total votes for  %      Total votes against  %     Total votes cast  Votes withheld
 1.          Authority for Directors to allot equity securities                107,552,733      99.99  10,040               0.01  107,562,773       93,085
 2.          Authority for Directors to allot equity securities for cash on a  107,370,131      99.82  192,642              0.18  107,562,773       93,085
             non-pre-emptive basis

 

Notes

1.     Any proxy appointments which gave discretion to the Chairman have
been included in the 'Total votes for' total.

2.     A 'Vote Withheld' is not a valid vote in law and was not counted in
the calculation of the proportion of the votes 'for' or 'Against' a
resolution.

3.     All percentages have been rounded to two decimal places.

 

Completion of Capital Raising

 

Following the passing of the Resolutions at the GM, the Placing and the Retail
Offer, details of which were set out in the Company's announcement on 4 July
2025 (the "Capital Raising Announcement") are expected to complete,
conditional on Admission (as defined below), at 8.00 a.m. on 30 July 2025.

 

Update on audit and completion of Proposed Subscription

 

The Company is progressing its audit for the financial year ended 31 March
2025 ("FY25"). The audit process was temporarily paused whilst the strategic
review was being conducted by the Board. Following the announcement of the
Capital Raising, work on the audit recommenced and is progressing well,
however the Company will not be in a position to publish its Preliminary
Results for FY25 before 19 September 2025. As a result, the Company is not
currently in a closed period pursuant to 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 and is therefore able to proceed now
with the Proposed Subscription on the terms anticipated in the Capital Raising
Announcement (save for in respect of timings).

 

The Directors and certain employees of the Company have conditionally
subscribed for a total of £375,340 (before expenses) of new Ordinary Shares
pursuant to the Proposed Subscription (now, the "Subscription"). The
Subscription will result in the issue and allotment of a total of 37,534,000
new Ordinary Shares (the "Subscription Shares") and is being carried out at
the same issue price of 1 penny and substantially identical terms as those of
the Placing. Details of the number of Subscription Shares being subscribed for
and the resultant holdings of the Directors are set out below.

 

 Director          Existing beneficial shareholding  New Ordinary Shares to be subscribed for  Shareholding on completion of the Capital Raising  Shareholding as a percentage of the enlarged issued share capital
 Tom Black         13,272,540                        20,000,000                                33,272,540                                         7.42%
 Victoria Balchin  90,804                            10,000,000(1)                             10,090,804                                         2.25%
 Katrina Nurse     134,000                           134,000(1)                                268,000                                            0.06%
 Richard Amos      450,000                           650,000(1)                                1,100,000                                          0.25%
 Total             13,947,344                        30,784,000                                44,731,344                                         9.97%

 

Notes:

(1) Includes Ordinary Shares subscribed for by family members as detailed in
the PDMR disclosure table below

 

Related party transaction

 

The participation of the Directors in the Subscription constitutes a related
party transaction for the purposes of Rule 13 of the AIM Rules for Companies.
Allenby Capital Limited, the Company's nominated adviser, considers the terms
of the Directors' participation in the Subscription to be fair and reasonable
insofar as Shareholders are concerned.

 

Admission and Total Voting Rights

 

In total, 275,000,000 new Ordinary Shares have been issued pursuant to the
Placing, Retail Offer and Subscription (the "New Ordinary Shares").

 

Application has been made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM ("Admission"). It is expected that
Admission and dealings in the 275,000,000 New Ordinary Shares will commence at
8.00 a.m. on 30 July 2025 and they will rank pari passu with the existing
Ordinary Shares.

 

Following Admission, the enlarged share capital of the Company will consist of
448,559,010 Ordinary Shares, none of which are held in treasury. Therefore,
the total number of voting rights in the Company will be 448,559,010 and this
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 Company.

 

This announcement should be read in conjunction with the full text of the
Capital Raising Announcement. Unless otherwise defined, definitions contained
in this announcement have the same meaning as set out in the Capital Raising
Announcement.

 

For further information please contact:

 

 Thruvision Group                                                              +44 (0)1235 425400
 plc

 Tom Black, Executive Chairman

 Victoria Balchin, Chief Executive Officer

 Allenby Capital Limited (NOMAD & Broker)                                      +44 (0)20 3328 5656

 James Reeve / Piers Shimwell (Corporate Finance)

 Jos Pinnington / Amrit Nahal (Sales)

 

About Thruvision (www.thruvision.com)

Thruvision is the leading developer, manufacturer and supplier of walk-through
security technology. Its technology is deployed in more than 30 countries
around the world by government and commercial organisations in a wide range of
security situations, where large numbers of people need to be screened
quickly, safely and efficiently. Thruvision's patented technology is uniquely
capable of detecting concealed objects in real time using an advanced AI-based
detection algorithm. The Group has offices and manufacturing capability in the
UK and US.

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities ("PDMRs") and persons closely associated ("PCA")
with them.

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Names                                                        1.    Tom Black (Chairman)

                                                                   2.    Victoria Balchin (CEO and CFO)

                                                                   3.    John Balchin (PCA with Victoria Balchin)

                                                                   4.    Daniel Balchin (PCA with Victoria Balchin)

                                                                   5.    Scarlett Balchin (PCA with Victoria Balchin)

                                                                   6.    Katrina Nurse (NED)

                                                                   7.    Mark Nurse (PCA with Katrina Nurse)

                                                                   8.    Brigid Amos (PCA with Richard Amos, NED)
 2    Reason for the notification

 a)   Position/status                                              As above

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Thruvision Group plc

 b)   LEI                                                          213800IZG9GM6G2TZE04

 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 £0.01 each

 b)   Identification code                                          GB00B627R876

 c)   Nature of the transaction                                    Subscription for Ordinary Shares

 d)   Price(s) and volume(s)

  No. Shares  Price
                                                                   1.  20,000,000  1p
                                                                   2.  4,650,000   1p
                                                                   3.  4,650,000   1p
                                                                   4.  500,000     1p
                                                                   5.  200,000     1p
                                                                   6.  67,000      1p
                                                                   7.  67,000      1p
                                                                   8.  650,000     1p

 

 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transactions                                     28 July 2025 to be completed on 30 July 2025

 f)   Place of the transaction                                     Outside of a trading venue

 

 

d)

 

Aggregated information

- Aggregated volume

- Price

N/A

e)

 

Date of the transactions

28 July 2025 to be completed on 30 July 2025

f)

 

Place of the transaction

Outside of a trading venue

 

 

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