IDE Group Holdings - Result of AGM and GM

Tialis Essential IT

02/11/2022 13:20

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RNS Number : 0992F  IDE Group Holdings PLC  02 November 2022

IDE Group Holdings Plc

("IDE" or the "Company")

2 November 2022

Result of Annual General Meeting and General Meeting

IDE, the mid-market network, cloud and IT Managed Services provider, is
pleased to announce that all resolutions put to shareholders were duly passed
at the Annual General Meeting ("AGM") and General Meeting ("GM") held today.

 

Following completion of the Capital Reorganisation and Loan Note Conversion,
the issued ordinary share capital of the Company will comprise of 21,725,44
New Ordinary Shares of 1p each, which will be admitted to trading on the 3(rd)
of November 2022.

The above figure of 21,725,449 may be used by Shareholders as the denominator
for the calculations by which they can determine if they are required to
notify their interest in, or a change to their interest in, the Company under
the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

This announcement should be read in conjunction with the full text of the
Circular issued on 7th October 2022. All capitalised/defined terms used in
this announcement and not otherwise defined shall have the meanings given to
them in the Circular.

The change in the name of the Company to Tialis Essential IT Plc, which has
been approved pursuant to the resolutions passed at the AGM, is being
processed and an update on the effective date will be provided in due course.

 

In addition to MXC, a small number of LN holders elected to convert their LNs
into New Ordinary Shares, which leaves the quantum of LNs outstanding
(principal, interest and fees) as £4,542,615.

 

Ian Smith, Executive Director, commented: "After many years the business is
back to a stage with a sensible level of debt. It is a profitable business
that can look to the future with conservative optimism. We will look to our
strategy of diversifying the revenue base, potentially through acquisitions
and strengthening the board and management teams.''

 

The results of the votes are set out below:

                                                                                FOR*                          AGAINST
 RESOLUTIONS                                                                    Votes        % of votes cast  Votes    % of votes cast  Abstain
 Ordinary Resolution 1                                                          298,278,801  100.00%          2,869    0.00%            29,171
 To receive the financial statements for the year ended 31 December 2021
 together with Directors' Reports and the Auditors' Report
 Ordinary Resolution 2                                                          297,632,084  99.88%           349,586  0.12%            329,171
 To approve the Remuneration Committee Report
 Ordinary Resolution 3                                                          298,270,392  100.00%          11,278   0.00%            29,171
 To appoint RSM UK Audit LLP as auditors and to authorise the directors to fix
 their remuneration
 Ordinary Resolution 4                                                          298,113,968  99.94%           167,702  0.06%            29,171
 To re-elect Andy Parker as a director of the Company
 Special Resolution 5                                                           298,241,086  99.99%           35,640   0.01%            34,115
 To change the name of the Company to Tialis Essential IT Plc

 The results of the votes are set out below:

                                        FOR*                          AGAINST
 RESOLUTIONS                                                                     Votes        % of votes cast  Votes    % of votes cast  Abstain
 Ordinary Resolution 1                                                           300,467,694  99.96%           135,188  0.04%            35,332

 To approve the creation of Deferred Shares as a new class of shares having the
 rights and being subject to the restrictions set out in the Articles of
 Association amended pursuant to resolution 6.
 Ordinary Resolution 2                                                           300,467,694  99.96%           137,388  0.05%            35,322
 To approve the subdivision of the Company's existing Ordinary Shares of 2.5p
 each into Redenominated Ordinary Shares of 0.01p each and Deferred Shares of
 2.49p each.
 Ordinary Resolution 3                                                           300,599,822  100%             3,060    0.00%            35,322
 To approve the consolidation of the Redenominated Ordinary Shares by a factor
 of 100 in order to reduce the number of ordinary shares in issue.
 Ordinary Resolution 4                                                           300,467,694  99.96%           138,188  0.04%            35,322
 To authorise the Directors for the purposes of section 551 of the Companies
 Act 2006 to allot and issue shares.
 Special Resolution 5                                                            300,459,285  99.95%           145,797  0.05%            35,322
 To authorise the directors to dis-apply pre-emption rights, as set out in the
 notice of meeting.
 Special Resolution 6                                                            300,467,694  99.96%           135,188  0.04%            35,322

 To approve the amendments to the Company's Articles of Association as set out
 in the notice of meeting.

 

 *Votes received for the resolutions includes votes allowing the Chairman's
 discretion.

 

*Votes received for the resolutions includes votes allowing the Chairman's
discretion.

 

 

For more information, contact:

 

 IDE Group Holdings Plc                                Tel: +44 (0)344 874 1000

 Andy Parker, Non-Executive Chairman

 finnCap Limited                                       Tel: +44 (0)20 7220 0500

 Nominated Adviser and Broker

 Corporate finance: Jonny Franklin-Adams/ Abby Kelly

 ECM: Tim Redfern

 

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