Chill Brands Group PLC Result of AGM (2237B)

TIDMCHLL

RNS Number : 2237B

Chill Brands Group PLC

29 September 2022

29 September 2022

Chill Brands Group plc

("Chill Brands" or the "Company" or the "Group")

Result of AGM

Chill Brands Group plc (LON:CHLL) (OTCQB:CHBRF), the international consumer packaged goods company, announces that at the Company's Annual General Meeting ("AGM"), held earlier today, all resolutions put to the meeting, which were not all of those set out in the Notice of AGM, as explained below, were duly passed. Each of the resolutions put to the AGM was voted on by way of a poll.

As reported in the Notice of AGM, there has been a delay in publishing the Company's audited report and accounts for the year ended 31 March 2022, including all notes to the financial statements ("the Annual Report"). These are expected to be published tomorrow (30 September 2022), and the final results for the for the year ended 31 March 2022 announced at the same time.

As a result of the delay, the AGM was adjourned in relation to the Resolutions concerning the content of the Annual Report, to allow for the Annual Report to be sent to shareholders the required time in advance of the adjourned meeting, at which the Annual Report will be presented. The adjournment related to Resolutions 3 to 7 (inclusive) described below. The adjourned meeting will be held at the offices of Allenby Capital Limited, 5th Floor, 5 St Helen's Place, London EC3A 6AB at 3:00 p.m. on Monday, 31 October 2022. Proxies validly submitted for the meeting held today remain valid for the adjourned meeting.

Key times and dates for the adjourned meeting:

Registration deadline to attend the adjourned meeting: by 3.00 p.m. on 27 October 2022

Proxy submission deadline: by 3.00 p.m. on 27 October 2022

Adjourned meeting time and date: 3.00 p.m. on 31 October 2022

All references to times in this announcement are to London, England time.

The votes were cast as follows for the resolutions proposed at the meeting:

 
 Resolution               For                         Against          Withheld   Total 
                                                                                   votes cast 
 * indicates              No. of              %       No. of    % 
  special resolution       votes                       votes 
                         ------------------  ------  --------  -----  ---------  ------------ 
 1. To re--appoint 
  Callum Sommerton 
  as a director 
  of the Company.         49,677,631          99.91   45,160    0.09   53,332     49,722,791 
                         ------------------  ------  --------  -----  ---------  ------------ 
 2. To re--appoint 
  Scott Thompson 
  as a director 
  of the Company.         49,559,172          99.88   60,160    0.12   156,791    49,619,332 
                         ------------------  ------  --------  -----  ---------  ------------ 
 3. To receive            To be proposed 
  and consider             at the adjourned 
  the Company's            meeting. 
  audited accounts 
  for the year 
  ended 31 March 
  2022 and reports 
  on those accounts. 
                         ------------------  ------  --------  -----  ---------  ------------ 
 4. To approve            To be proposed 
  the directors'           at the adjourned 
  remuneration             meeting. 
  report (excluding 
  the directors' 
  remuneration 
  policy). 
                         ------------------  ------  --------  -----  ---------  ------------ 
 5. To approve            To be proposed 
  the directors'           at the adjourned 
  remuneration             meeting. 
  policy. 
                         ------------------  ------  --------  -----  ---------  ------------ 
 6. To re--appoint        To be proposed 
  PKF Littlejohn           at the adjourned 
  LLP as the Company's     meeting. 
  auditors. 
                         ------------------  ------  --------  -----  ---------  ------------ 
 7. To authorise          To be proposed 
  the directors            at the adjourned 
  to determine             meeting. 
  the remuneration 
  of the auditors. 
                         ------------------  ------  --------  -----  ---------  ------------ 
 8. To authorise 
  the directors 
  to allot shares 
  and grant rights 
  in respect of 
  shares.                 49,457,232          99.89   56,828    0.11   262,063    49,514,060 
                         ------------------  ------  --------  -----  ---------  ------------ 
 9.* To empower 
  the directors 
  to allot equity 
  securities under 
  the authority 
  provided by 
  Resolution 8 
  and/or sell 
  treasury shares 
  for cash as 
  if statutory 
  pre--emption 
  rights under 
  the Companies 
  Act 2006 did 
  not apply, in 
  connection with 
  a proportionate 
  offer of equity 
  securities and 
  in addition 
  up to an aggregate 
  nominal amount 
  representing 
  approximately 
  20% of the issued 
  share capital 
  of the Company.         49,209,270          99.00   495,280   1.00   71,573     49,704,550 
                         ------------------  ------  --------  -----  ---------  ------------ 
 10.* To empower 
  the directors 
  in addition 
  to allot equity 
  securities under 
  the authority 
  provided by 
  Resolution 8 
  and/or sell 
  treasury shares 
  for cash as 
  if statutory 
  pre--emption 
  rights under 
  the Companies 
  Act 2006 did 
  not apply, for 
  the purposes 
  of financing 
  (or refinancing) 
  certain transactions 
  up to an aggregate 
  nominal amount 
  representing 
  approximately 
  10% of the issued 
  share capital 
  of the Company.         49,209,770          99.00   494,780   1.00   71,573     49,704,550 
                         ------------------  ------  --------  -----  ---------  ------------ 
 11.* To amend 
  the articles 
  of association 
  of the Company.         49,651,973          99.86   68,368    0.14   55,782     49,720,341 
                         ------------------  ------  --------  -----  ---------  ------------ 
 12.* To authorise 
  a general meeting 
  of the Company, 
  other than an 
  annual general 
  meeting, to 
  be called on 
  not less than 
  14 clear days' 
  notice.                 49,691,791          99.94   31,000    0.06   53,332     49,722,791 
                         ------------------  ------  --------  -----  ---------  ------------ 
 

Notes

   1.    All resolutions proposed were passed. 

2. Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.

3. Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.

4. A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution nor in the calculation of the proportion of "Total Votes Cast" for any resolution.

5. The full text of the resolutions passed at the AGM and to be proposed at the adjourned meeting can be found in the Notice of AGM which is available on the Company's website at www.chillbrandsgroup.com .

6. For further information on the arrangements regarding attendance at the adjourned meeting and proxies for the adjourned meeting, please refer to the notes to the Notice of AGM and the related proxy form which are available on the Company's website at www.chillbrandsgroup.com.

- Ends -

About Chill Brands Group

Chill Brands Group plc (LSE: CHLL, OTCQB: CHBRF) is an international company concerned with the development, production, and distribution of best-in-class hemp-derived CBD products, tobacco alternatives and other consumer packaged goods (CPG) products. The Company operates primarily in the US, where its products are distributed online and via some of the nation's most recognisable convenience retail outlets. The Group's strategy is anchored around lifestyle marketing that is designed to enhance the popularity of its products, channelling visitors to its landmark chill.com website.

Publication on website

A copy of this announcement is also available on the Group's website at:

http://www.chillbrandsgroup.com

Media enquiries:

Chill Brands Group plc [e-mail]

 
 Allenby Capital Limited (Financial Adviser 
  and Broker) 
  Nick Harriss/Nick Naylor (Corporate Finance) 
  Kelly Gardiner (Equity Sales)                   [phone] 
 

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September 29, 2022 11:30 ET (15:30 GMT)