RNS Number : 1222F
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 21,725,449 New Ordinary Shares of 1p each, which will be admitted to trading on the 3rd 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

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

300,467,694

99.96%

135,188

0.04%

35,322







 

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

 

 

For more information, contact:

 

IDE Group Holdings Plc

Andy Parker, Non-Executive Chairman

 

Tel: +44 (0)344 874 1000

finnCap Limited

Nominated Adviser and Broker

Corporate finance: Jonny Franklin-Adams/ Abby Kelly

ECM: Tim Redfern

 

Tel: +44 (0)20 7220 0500

 

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