17 July 2024
Nightcap plc
("Nightcap" or the "Company")
Result of General Meeting
Nightcap (AIM: NGHT), the owner and operator of 46 premium bars, announces that at the General Meeting of the Company held earlier today, all resolutions were passed.
Accordingly, pursuant to the passing of Resolution 1, cancellation of admission of the Company's ordinary shares to trading on AIM will become effective at 7.00 a.m. on 29 July 2024.
In accordance with the passing of Resolution 2, the Company will re-register as a private limited company with the name Nightcap Limited and adopt the New Articles, which is currently expected to take place on or around 15 August 2024.
Voting at the General Meeting
The votes received from shareholders on each resolution proposed at the General Meeting are set out below.
|
As defined in the Notice of General Meeting ("Notice") published on 28 June 2024.
| No. of votes for (including appointing the Chairman or a third party) | % of total votes cast*
| No. of votes against
| % of total votes cast*
| Total votes cast (excluding votes withheld)
| No. of votes withheld*
|
| SPECIAL RESOLUTIONS | ||||||
| 1. THAT, in accordance with Rule 41 of the AIM Rules for Companies, the cancellation of the admission to trading on AIM of the ordinary shares of 1p each in the capital of the Company be approved. | 177,308,014 | 99.02% | 1,751,037 | 0.98% | 179,059,051 | 1,634,269 |
| 2. THAT, subject to the passing of Resolution 1, the Company be re-registered as a private limited company and that the new articles of association be adopted. | 177,325,239 | 99.03% | 1,733,812 | 0.97% | 179,059,051 | 1,634,269 |
*A vote "withheld" is not a vote in law and is not counted towards the votes cast "for" or "against" a resolution.
Shareholders are reminded that the last day of dealings in Nightcap's ordinary shares on AIM will be 26 July 2024.
To facilitate future shareholder transactions in the Ordinary Shares, Asset Match Limited (www.assetmatch.com) has been appointed to provide a matched bargain facility, which is expected to be available from 29 July 2024. Asset Match, a firm Authorised and Regulated by the Financial Conduct Authority (FRN 579310), will operate an electronic off-market dealing facility in the Ordinary Shares. This facility will allow existing shareholders of the Company and new investors to trade the Ordinary Shares by matching buyers and sellers through periodic auctions. Full details will be made available to shareholders on the Company's website at nightcapplc.com and directly by letter or e-mail (where appropriate).
For at least 12 months from the date of Cancellation, the Company intends to continue to maintain its website, nightcapplc.com, and to post updates on the website from time to time.
Further details regarding the Cancellation and Re-registration are set out in the circular sent to shareholders dated 28 June 2024. A copy of the circular is available on the Company's website at nightcapplc.com/key-documents/.
Capitalised terms in this announcement shall have the meanings given to such terms in the announcement issued by the Company dated 28 June 2024 unless otherwise defined herein.
For further enquiries:
| Nightcap plc Sarah Willingham / Gareth Edwards
|
email@nightcapplc.com |
| Allenby Capital Limited (Nominated Adviser and Broker) Nick Naylor / Alex Brearley / Piers Shimwell (Corporate Finance) Jos Pinnington / Amrit Nahal / Tony Quirke (Sales and Corporate Broking)
|
+44 (0) 20 3328 5656
|
| Bright Star Digital (PR) Pam Lyddon
| https://www.brightstardigital.co.uk/
+44 (0) 7534 500 829
pamlyddon@brightstardigital.co.uk |
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