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14 December 2022
Kistos plc
Results of General Meeting and Scheme of Arrangement
The board of directors of Kistos plc ("Kistos" or "Company" or, together with its subsidiary or subsidiary undertakings, the "Group") (AIM: KIST) announces that further to its announcement on 22 November 2022 and the circular prepared by the Company in relation to the proposed scheme of arrangement under Part 26 of the Companies Act 2006, as amended, copies of which have been sent to shareholders of the Company and made available for inspection on the Kistos website: https://kistosplc.com/investors/circulars/ , a court meeting ("Court Meeting") was held today 2022 at 10.30 a.m. and a general meeting ("GM") of the Company occurred thereafter at 10.50 a.m.
The Company is pleased to announce that all resolutions proposed at the Court Meeting and the GM were duly passed by shareholders. The resolutions and voting outcomes are set out below.
Results of the Court Meeting
| RESOLUTION | IN FAVOUR | AGAINST | VOTES WITHHELD | |||
| Number of shares | % Voting Shares | Number of Shares | % Voting Shares | Number of Shares | ||
| 1. | To approve the scheme of arrangement and to authorise the Directors to take all necessary actions | 35,088,611 | 99.999866% | 3,986 | 0.0000114% | 0 |
Results of the GM
| RESOLUTION | IN FAVOUR | AGAINST | VOTES WITHHELD | |||
| Number of shares | % Voting Shares | Number of Shares | % Voting Shares | Number of Shares | ||
| 2. | To approve the adoption of the amended articles of association of the Company | 35,074,432 | 99.993759% | 1,186 | 0.0003381% | 1,003 |
| 3. | To approve the scheme of arrangement and to authorise the Directors to take all necessary actions | 35,074,432 | 99.993759% | 1,186 | 0.0003381% | 1,003 |
The Company will now proceed to take the formal steps to implement the reorganisation, the timeline for which is set out below:
| Scheme Sanction Hearing | Monday 19 December 2022 |
| Last day of dealings in, and for registration of transfers of, Kistos plc Ordinary Shares | Wednesday 21 December 2022 |
| Scheme Record Time | Close of business on Wednesday 21 December 2022 |
| Scheme Effective Date | Thursday 22 December 2022 |
| Scheme Effective Time | Immediately prior to 8.00 a.m. on Thursday 22 December 2022 |
| Delisting of Kistos plc Ordinary Shares | 8.00 a.m. on Thursday 22 December 2022 |
| Admission of, and dealings commence in, Kistos Holdings plc Ordinary Shares on AIM | 8.00 a.m. on Thursday 22 December 2022 |
| Crediting of Kistos Holdings plc Ordinary Shares to CREST accounts | As soon as is practical on Thursday 22 December 2022 |
| Dispatch of share certificates for Kistos Holdings plc Ordinary Shares | By Thursday 3 January 2023 |
The above dates are provisional and the current time and may be impacted by national strikes and other matters. The Company will advise any changes to times and dates by RNS.
For further information please contact:
| Kistos plc Andrew Austin, Executive Chairman (c/o Hawthorn Advisors) |
Tel: +44 (0)20 3757 4983 |
| Panmure Gordon (Nomad, Joint Broker) John Prior /James Sinclair-Ford
| Tel: +44 (0)20 7886 2500
|
| Hawthorn Advisors (Public Relations Advisor) Henry Lerwill/ Simon Woods | Tel: +44 (0)20 3745 4960 |
| Berenberg (Joint Broker) Matthew Armitt / Ciaran Walsh | Tel: +44 (0)20 3207 7800 |
| Camarco (Public Relations Advisor) Billy Clegg / Georgia Edmonds |
Tel: +44 (0)20 3757 4983 |
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