19 July 2023
DG Innovate plc
("DG Innovate" or the "Company")
Result of AGM,
Update on Placing and Capital Reorganisation
and
Total Voting Rights
DG Innovate (LSE: DGI), the advanced research and development company pioneering sustainable and environmentally considerate improvements to electric mobility and energy storage, announces the results of voting on the Resolutions put to its Annual General Meeting ("AGM") held earlier today. All Resolutions put to Shareholders at the meeting were duly passed on a show of hands.
The proxy votes received in respect of the resolutions at the AGM were as follows:
|
RESOLUTIONS | For | % | Against | % | Withheld |
| Ordinary Resolutions | | | | | |
| 1. To receive the Company's annual accounts for the year ended 31 December 2022 | 3,402,762,208 | 99.55 | 15,523,158 | 0.45 | 800 |
| 2. To approve the reappointment of Moore Kingston Smith LLP as auditors and the Directors to fix their remuneration | 3,377,781,278 | 98.82 | 40,504,088 | 1.18 | 800 |
| 3. To approve the Directors' remuneration report | 3,677,460,644 | 98.81 | 40,524,622 | 1.19 | 900 |
| 4. To approve the Directors' remuneration policy | 3,677,460,644 | 98.81 | 40,524,622 | 1.19 | 900 |
| 5. To re-elect Nicholas Tulloch as a director | 3,377,761,141 | 99.54 | 15,524,255 | 0.46 | 25,000,800 |
| 6. To re-elect Peter Tierney as a director | 3,377,782,569 | 98.82 | 40,502,797 | 1.18 | 800 |
| 7. To re-elect John Allardyce as a director | 3,377,782,569 | 98.82 | 40,502,797 | 1.18 | 800 |
| 8. To re-elect Martin Boughtwood as a director | 3,402,782,569 | 99.55 | 15,502,797 | 0.45 | 800 |
| 9. To re-elect Patrick Symonds as a director | 3,402,782,569 | 99.55 | 15,502,797 | 0.45 | 800 |
| 10. To re-elect Trevor Gabriel as a director | 3,302,199,054 | 96.60 | 116,086,312 | 3.40 | 800 |
| 11. That the existing ordinary shares be subdivided and converted into one new ordinary share and one Deferred Share | 3,377,781,845 | 99.54 | 15,503,521 | 0.46 | 25,000,800 |
| 12. That the Directors be authorised to allot shares and grant rights to subscribe for, or convert any security into, shares up to an aggregate nominal amount of £4,000,000 | 3,377,760,350 | 99.54 | 15,525,016 | 0.46 | 25,000,800 |
| Special Resolutions | | | | | |
| 13. That the Directors be authorised to allot equity securities as if section 561 of the Companies Act 2006 did not apply in connection with: (i) an offer of equity securities to the holders of ordinary shares in proportion to their respective holdings; and (ii) the allotment of equity securities up to an aggregate nominal amount of £2,000,000 | 3,377,760,350 | 99.54 | 15,525,016 | 0.46 | 25,000,800 |
| 14. That the Directors be authorised to allot equity securities as if section 561 of the Companies Act 2006 did not apply provided that such authority shall be limited to the allotment of equity securities up to an aggregate nominal amount of £2,000,000 for the purpose of Fnancing an acquisition or other capital investment | 3,377,760,350 | 99.54 | 15,525,016 | 0.46 | 25,000,800 |
| 15. To approve the amendment of the Articles of Association of the Company by inserting the new article entitled 'Deferred Shares' | 3,402,781,278 | 99.55 | 15,504,088 | 0.45 | 800 |
Accordingly, the Company is pleased to confirm that as a result of obtaining Shareholder approval for the Placing and Capital Reorganisation, the Placing has raised total gross proceeds of approximately £517,000.
Following the passing of the resolutions at the AGM, the Capital Reorganisation by which each of the Company's each of the Existing Ordinary Shares is being subdivided into one new ordinary share of 0.01 pence each in the capital of the Company ("New Ordinary Shares") and one deferred share of 0.09 pence each in the capital ("Deferred Shares") of the Company is being effected. The New Ordinary Shares are expected to be admitted to the Official List of the FCA and to trading on the Main Market of the London Stock Exchange ("Admission") at 8.00 a.m. on 20 July 2023.
Additionally, the Company has applied for Admission for the 1,034,000,000 Placing Shares. It is expected that Admission of the Placing Shares will become effective and that unconditional dealings will commence on the Main Market of London Stock Exchange at 8.00 a.m. on 21 July 2023.
Total Voting Rights
Following the Capital Reorganisation becoming effective and upon Admission of the Placing Shares and, the total number of ordinary shares of 0.01 pence in issue will be 10,242,548,440. The Company has previously disclosed that it holds no shares in treasury. The Company corrects this previous disclosure to reflect that the Company holds 357,142 shares in treasury. Therefore the number of voting rights will be 10,242,191,298.
From Admission, the above voting rights figure may be used by Shareholders 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 ordinary share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Capitalised terms not otherwise defined in this announcement have the same meaning as ascribed to them in the circular to Shareholders dated 22 June 2023 and available on the Company's website at https://www.dgiplc.com/agm.
For further information please contact:
| DG Innovate plc | C/O IFC | ||
| Peter Tierney, CEO Jack Allardyce, CFO | | ||
| | | ||
| IFC Advisory (Financial PR & IR) | 020 3934 6630 | ||
| Tim Metcalfe Zach Cohen | | ||
| | | ||
| Grant Thornton UK LLP (Financial Adviser) Samantha Harrison Jamie Barklem Ciara Donnelly | 020 7383 5100
| ||
| | | ||
| Peterhouse (Joint Broker) | 020 7469 0930 | ||
| Rose Greensmith Duncan Vasey Lucy Williams | | ||
| | | ||
|
| WH Ireland (Joint Broker) | 020 7220 1666 |
|
|
| Chris Hardie | |
|
|
| | |
|
About DG Innovate
DG Innovate is an advanced research and development company pioneering sustainable and environmentally considerate improvements to electric mobility and storage, using abundant materials and the best engineering and scientific practices. DG Innovate is currently developing its products alongside a number of major manufacturers across the transportation and energy sectors, research institutions and the UK Government, and has filed 18 patents worldwide. DG Innovate's current research and development activities are broadly split into two areas, focusing on novel electric motor technologies and energy storage solutions. Its two main products are:
- Enhanced Drive Technology (EDT) - High efficiency, cost-effective electric motors + power electronics; and
- Enhanced Battery Technology (EBT) - Sodium-ion batteries offering a sustainable energy storage solution at similar/greater energy density to incumbent technologies at a lower cost, increased safety with lower environmental footprint.
Further information may be found at: https://www.dgiplc.com
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.