TIDMMEGP
RNS Number : 8110J
ME Group International PLC
18 August 2023
18 August 2023
ME GROUP INTERNATIONAL PLC
("ME Group" or "the Company")
Result of General Meeting and Commencement of Share Buyback
Programme
ME Group International plc (LON: MEGP), the instant-service
vending equipment group, is pleased to announce that at the General
Meeting held today at 10.00 a.m. at the offices of Hudson Sandler
LLP, 25 Charterhouse Square, London, EC1M 6AE, both resolutions set
out in the Circular and Notice of General Meeting sent to
shareholders on 1 August 2023 ("Circular and Notice of 2023 GM")
were passed on a poll.
The results of the poll for each resolution are set out
below:
Special Business Total Votes % of Votes Votes Votes % for % against
Cast total For Against withheld
voting
rights
Special Resolution
---------------- ----------- ---------------- --------------- -------------- ----------- --------------
THAT,
subject to
resolution
2, the
Company be
authorised
to make
market
purchases
of
ordinary
shares
of 0.5p
1. each. 161,961,699 42.79% 161,719,731 152,912 89,056 99.91% 0.09%
--------------- ---------------- ----------- ---------------- --------------- -------------- ----------- --------------
Ordinary Resolution
---------------- ----------- ---------------- --------------- -------------- ----------- --------------
THAT,
subject to
resolution
1, the
waiver by
the Panel
on
Takeovers
and
Mergers of
any
obligation
which
might
arise
on the
Concert
Party
to make a
general
offer as a
result
of market
purchases
of
ordinary
shares
be
2. 1. approved. 161,961,699 42.79% 98,071,711 62,471,378 1,418,610 61.09% 38.91%
--------------- ---------------- ----------- ---------------- --------------- -------------- ----------- --------------
Notes:
1. Votes withheld have not been counted in the calculation of
the proportion of the votes "for" and "against" resolutions.
2. Votes which gave discretion to the Chairman have been
included in the "for" total.
3. In accordance with the terms of the Panel Waiver, only
Independent Shareholders were entitled to vote on Resolution 2.
Other than where defined, capitalised terms used in this
Announcement have the meanings given to them in the Circular and
Notice of 2023 GM.
Accordingly, the Company has now entered into instructions with
finnCap Ltd ("finnCap") to enable the Company to buy back ordinary
shares of 0.5 pence each in the capital of the Company ("Ordinary
Shares") up to 10 per cent of the Company's issued share capital,
subject to the parameters set out in the Company's announcement
dated 1 August 2023.
The Board also announces that, notwithstanding the authority
granted at today's General Meeting, its intention is to undertake
an initial buyback programme of up to 2 per cent of the Company's
issued share capital, subject to the same parameters (the "Buyback
Programme").
Share purchases will take place in open market transactions and
may be made from time to time depending on market conditions, share
price, trading volume and other factors. finnCap will manage the
Buyback Programme, which is an irrevocable, non -- discretionary
share buyback programme to repurchase the Company's shares on the
Company's behalf. The Company and its Board members have no power
to make any changes to the Buyback Programme and it will be
conducted at the sole discretion of finnCap within the Buyback
Programme terms.
All Ordinary Shares repurchased by the Company under the Buyback
Programme shall be classified as shares held in treasury. Such
treasury shares are not entitled to dividends and have no voting
rights at the Company's general meetings. The Company's dividend
policy remains unchanged.
The Buyback Programme will reduce the Company's share capital,
resulting in an increase to the Company's earnings per share. It is
the intention that the Buyback Programme will commence today and
run until the authority expires at the Company's next AGM or such
other date before then, should it be completed sooner. Purchases
may continue during any closed period to which the Company is
subject during the above -- mentioned period.
The Buyback Programme will be affected within the parameters of
Article 5(1) of the Market Abuse Regulation (EU) No 596/2014 (which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018 (the "2018 Act")) ("MAR") and the Commission Delegated
Regulation (EU) No 2016/1052 (which is part of UK law by virtue of
the 2018 Act) as well as the applicable laws and regulations of the
UK Financial Conduct Authority.
During the course of the Buyback Programme, the Company will
make further announcements to the market as and when share
purchases are made, with details of any and all purchases made
under the Buyback Programme being announced no later than 7.00 a.m
on the business day following the calendar day on which the
purchase occurs.
Any further tranches of the Buyback Programme, which may be
conducted after completion of the Initial Programme, will be
announced in due course.
Enquiries:
ME Group International
plc +44 (0) 1372 453 399
Serge Crasnianski,
CEO
Stéphane Gibon,
CFO
Hudson Sandler +44 (0) 20 7796 4133
me-group@hudsonsandler.com
Wendy Baker
Nick Moore
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014, which was incorporated into UK law by
the European Union (Withdrawal) Act 2018, until the release of this
announcement.
Disclaimer
finnCap Ltd, which is authorised and regulated by the Financial
Services Authority (FCA), is acting as Financial Adviser to the
Company in connection with the matters described in this
announcement. finnCap Ltd will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of finnCap Ltd or for advising any other person on the Proposed
Buy-Back Authority and the Rule 9 Waiver or any other arrangements
described in this announcement. finnCap Ltd has not authorised the
contents of, or any part of, this announcement and no liability
whatsoever is accepted by finnCap Ltd for the accuracy of any
information or opinions contained in this announcement or for the
omission of any information.
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END
ROMFLFLLTRITLIV
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August 18, 2023 07:17 ET (11:17 GMT)
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