TIDMDRUM
RNS Number : 2495X
Drumz PLC
24 April 2023
24 April 2023
DRUMZ PLC
("Drumz" or the "Company")
Result of General Meeting
Share Reorganisation
Admission to trading on AIM
and
Director appointment
Drumz plc (AIM: DRUM) announces that at the General Meeting of
the Company held today, all resolutions put to shareholders as
contained in the Company's notice of general meeting dated 5 April
2023 were duly passed without amendment. Consequently, the
Acquisition of Acuity Risk Management Limited, the Placing,
Subscription, the Share Reorganisation and various other matters
(details of which were set out in a circular to shareholders dated
5 April 2023 (the "Admission Document")) are now expected to
proceed to completion tomorrow as described below.
Resolution numbered 1 in the Notice of General Meeting, being an
ordinary resolution to be voted on by the Independent Shareholders
to approve the waiver by the Takeover Panel of the obligation that
would otherwise arise for the Concert Party to make a general offer
for the Enlarged Group under the Rule 9 of the Takeover Code
("Whitewash Resolution"), was passed on a poll with 121,548,940
votes of Independent Shareholders, in favour and 1,947,500 votes
against.
Completion of the Acquisition and admission of the Company's
Enlarged Ordinary Share Capital to trading on AIM is expected to
take place at 8.00 a.m. on 25 April 2023.
In addition at the General Meeting, the appointments of Simon
Marvell to the board of the Company were approved and will take
effect from Admission. The information on Simon Marvell required to
be disclosed under Schedule Two paragraph (g) of the AIM Rules for
Companies is disclosed later in this announcement.
Concert Party
In accordance with the Takeover Code, following the passing of
the Rule 9 Waiver at the General Meeting, on Admission the members
of the Concert Party will own the following number of New Ordinary
Shares:
Concert Party Number of Number Number Maximum Percentage
member Consideration of New Ordinary of Acquisition number of New Ordinary
Shares Shares following Options of new Shares on
Admission Ordinary Admission
Shares (assuming
the Acquisition
Options have
been exercised
Simon Marvell 31,647,998 31,647,998 1,703,330 33,351,328 27.02%
Richard Mayall 13,325,173 13,325,173 717,176 14,042,349 11.38%
Total 44,973,171 44,973,171 2,420,506 47,393,677 38.39%
Immediately following Admission, the Concert Party will hold in
aggregate 44,973,171 New Ordinary Shares, representing 38.39 per
cent. of the Enlarged Ordinary Share Capital.
Share Reorganisation
Immediately following the General Meeting, 1,952 new Ordinary
Shares will be issued at a price of 0.1p per share to ensure that
as part of the Share Reorganisation an exact whole number of
Consolidated Ordinary Shares is issued. At the Record Date, being 6
p.m. today, the 419,824,000 existing Ordinary Shares will be
consolidated into Consolidated Ordinary Shares each on the basis of
one Consolidated Ordinary Share for each 2,000 Existing Ordinary
Shares. Each Consolidated Ordinary Share will then be sub-divided
into 200 New Ordinary Shares and 1,800 New Deferred Shares.
Immediately following the Share Reorganisation, the Company's
issued share capital will comprise 41,982,400 Ordinary Shares of
0.1 pence each and 2,268,113,165 existing deferred shares of 0.1
pence each and 377,841,600 new deferred shares of 0.1 pence
each.
Existing share certificates will cease to be valid following the
Share Reorganisation. New share certificates in respect of the New
Ordinary Shares will be issued by first class post at the risk of
the Shareholder within 10 Business Days of each Admission. A CREST
Shareholder will have their CREST account credited with their New
Ordinary Shares following Admission.
Change of Name
Following Admission, the Directors intend to change the
Company's name to Acuity RM Group plc. The change of name will be
processed with Companies House and is expected to become effective
on or around 2 May 2023. The tradable instrument display mnemonic
("TIDM") of the Company is expected to change to "ACRM" is expected
to become effective on or around 2 May 2023. A further announcement
will be made in due course confirming the date.
Admission to trading on AIM and Total Voting Rights
The Placing Shares, Subscription Shares, Consideration Shares
and Adviser Shares will result in the allotment of a total of
79,042,903 New Ordinary Shares. These shares, together with the
41,982,400 arising from the Share Reorganisation will mean that
there will be 121,025,303 in issue on Admission.
Application has been made to the London Stock Exchange for the
Enlarged Ordinary Share Capital to be admitted to trading on AIM.
It is expected that Admission will become effective and that
dealings in the Enlarged Ordinary Share Capital will commence at
8.00 a.m. on 25 April 2023.
The New Ordinary Shares will trade under the ISIN: GB00BR0WHY71
and SEDOL: BR0WHY7.
Following Admission, the Company's issued share capital will
consist of 121,025,303 Ordinary Shares of which no shares are held
in treasury. Therefore, the total number of voting rights in the
Company is 121,025,303. Shareholders may use this figure 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 under the FCA's Disclosure and
Transparency Rules.
Appointment of Director
Simon Marvell will be appointed to the board of the Company with
effect from Admission.
The following information is disclosed in accordance with Rule
17 and paragraph (g) of Schedule 2 of the AIM Rules for Companies
in connection with the appointment of Simon Keith Marvell (62), to
the Board of the Company:
Current directorships and partnerships Former directorships and partnerships
Acuity Risk Management Limited -
(12369714)
Acuity RM LLP (OC314841)
Simon Marvell will hold 31,647,998 New Ordinary Shares on
Admission (26.15% of the Enlarged Ordinary Share Capital) and will
hold Acquisition Options, which upon exercise, will result in the
issue by the Company of 1,703,330 New Ordinary Shares pursuant to
the SPA
There are no other matters under paragraph (g) of Schedule 2 of
the AIM Rules to be disclosed.
This announcement should be read in conjunction with the full
text of the Admission Document posted to Shareholders on 5 April
2023, copies of which are available on the Company's website at
www.drumzplc.com and following Admission on Company's new website:
www.acuityrmgroup.com .
Capitalised terms in this announcement have the same meaning as
given in the Admission Document.
For further information:
Drumz plc 020 3582 0566
Angus Forrest, Chief Executive Officer www.drumzplc.com
WH Ireland (NOMAD & Joint Bookrunner) www.whirelandcb.com
Mike Coe / Sarah Mather 020 7220 1666
Peterhouse Capital Limited (Joint Bookrunner)
Lucy Williams / Duncan Vasey 020 7469 0936
Clear Capital Markets Limited (Joint Bookrunner)
Andrew Blaylock 020 3869 6080
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END
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