19 December 2022
DeepMatter Group Plc
("DeepMatter", the "Company" or the "Group")
Results of General Meeting
DeepMatter Group Plc (AIM: DMTR), the international digital chemistry data and software company, announces that, at the general meeting of the Company held earlier today all resolutions proposed (the "Resolutions") were duly passed. The Resolutions included the special resolutions in respect of the proposed cancellation of the admission of the Company's ordinary shares to trading on AIM (the "Cancellation"), the re-registration of the Company as a private limited company (the "Re-registration") and the adoption of new articles of association.
As set out in the circular posted to shareholders of 02 December 2022 (the "Circular"), the Cancellation will become effective on 05 January 2023 and it is expected that the Re-registration will occur in the week commencing 16 January 2023. Shareholders are reminded that the last day of dealings in Deepmatter ordinary shares on AIM will be 04 January 2023.
Details of the number of proxy votes cast for, against and withheld in respect of the resolutions are set out below:
| Resolution | Votes For (Including Discretionary) | Votes Against | Total Number of Votes Made (excluding Withheld) | Votes Withheld | ||||
| No. of shares | % of shares voted | No. of shares | % of shares voted | No. of shares | % of issued share capital | No. of shares | ||
| 1. | Special Resolution - To approve the Cancellation | 1,778,868,488 | 97.6% | 43,422,199
| 2.4%
| 1,822,290,687
| 45.2%
| 8,254
|
| 2. | Special Resolution - Subject to Resolution 1 becoming effective, (i) to approve the Re-registration and (ii) to approve and adopt the new articles of association | 1,778,868,488
| 97.6% | 43,422,199
| 2.4%
| 1,822,290,687
| 45.2%
| 8,254
|
| 3. | Ordinary Resolution - In connection with the proposed Subscription, the Directors' authority to allot shares up to an aggregate nominal amount of £250,000 | 1,779,331,914
| 97.6% | 42,871,067
| 2.4%
| 1,822,202,981
| 45.2%
| 95,960
|
| 4. | Special Resolution - Subject to Resolution 3 becoming effective, the Directors be empowered to allot equity securities in connection with the proposed Subscription | 1,779,181,880
| 97.6% | 43,030,593
| 2.4%
| 1,822,212,473
| 45.2%
| 86,468
|
| 5. | Ordinary Resolution - Subject to Resolutions 3 and 4 becoming effective, the Directors be authorised to restate the share option pool | 1,778,385,246
| 97.6% | 43,428,765
| 2.4%
| 1,821,814,011
| 45.2%
| 484,930
|
| 6. | Ordinary Resolution - Subject to Resolutions 3 and 4 becoming effective, the Directors be authorised to exercise all the powers of the Company to allot and make offers to allot Relevant Securities up to an aggregate nominal amount of £130,665 | 1,779,295,393
| 97.6% | 42,921,067
| 2.4%
| 1,822,216,460
| 45.2%
| 82,481
|
| 7. | Special Resolution - Subject to Resolutions 3,4 and 6 becoming effective, the Directors be empowered to allot equity securities up to a maximum nominal amount of £130,665 | 1,778,578,203
| 97.6% | 43,524,744
| 2.4%
| 1,822,102,947
| 45.2%
| 195,994
|
Matched Bargain Facility
The Directors are aware that Shareholders may wish to acquire or dispose of Ordinary Shares in the Company following the Cancellation. The Company has concluded that it will put in place a matched bargain facility and intends to appoint Asset Match (www.assetmatch.com) to facilitate trading in the Ordinary Shares on a matched bargain basis following Cancellation ("Matched Bargain Facility"). Asset Match, a firm authorised and regulated by the Financial Conduct Authority, will operate an electronic off-market dealing facility for the Ordinary Shares. This facility will allow Shareholders and new investors to trade Ordinary Shares by matching buyers and sellers through periodic auctions. Investors can register their interest for further information on the Asset Match auction process by emailing dealing@assetmatch.com.
Expected Timetable of Principal Events (as previously announcement on 01 December 2022)
| Event | Time and/or date(1)(2) |
| Last day of dealings in Ordinary Shares on AIM | 4 January 2022 |
| Cancellation | 5 January 2023 |
| Allotment and issue of the Non-VCT/EIS Subscription Shares | 5 January 2023 |
| Allotment and issue of the VCT/EIS Subscription Shares | 6 January 2023 |
| Despatch of definitive share certificates in respect of the Subscription Shares | 6 January 2023 |
| Re-registration as a private company | Week commencing 16 January 2023 |
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Circular posted on 02 December 2022 which is available on the Company's website at deepmatter.io/investors
For more information contact
DeepMatter Group Plc
Mark Warne, Chief Executive 0141 548 8156
Fraser Benson, Chief Financial Officer
Canaccord Genuity Limited (Nominated Adviser and Broker)
Bobbie Hilliam 020 7523 8000
Meare Consulting
Adrian Duffield 07990 858548
About DeepMatter Group plc
DeepMatter's SmartChemistry® platform enables scientists across a range of industries, including pharma, biotech, agri-science, scientific publishers and contract research organisations (CROs), to easily capture, access and exploit the vast amounts of data created in chemical reactions.
DeepMatter integrates its proprietary chemistry data and proprietary software to significantly improve productivity, efficiency, discovery, safety and sustainability of chemical reactions for its customers.
DeepMatter's SmartChemistry® platform capitalises on the combination of its cloud technology, low cost-sensors, connectivity to laboratory hardware and high-performance computing trends such as artificial intelligence (AI).
Visit: www.deepmatter.io and follow @deepmattergroup
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