DeepMatter Group PLC Result of General Meeting (2176K)

TIDMDMTR

RNS Number : 2176K

DeepMatter Group PLC

19 December 2022

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        Votes Against             Total Number          Votes 
                                 Discretionary)                                    of Votes Made        Withheld 
                                                                               (excluding Withheld) 
                                 No.         % of        No.        % of        No. of         % of      No. of 
                              of shares      shares    of shares    shares       shares       issued     shares 
                                             voted                  voted                      share 
                                                                                              capital 
                           --------------  --------  -----------  --------  --------------  ---------  --------- 
     Special Resolution 
      - To approve 
1.    the Cancellation      1,778,868,488    97.6%    43,422,199    2.4%     1,822,290,687    45.2%      8,254 
    ---------------------  --------------  --------  -----------  --------  --------------  ---------  --------- 
     Special Resolution 
      - Subject 
      to Resolution 
      1 becoming 
      effective, 
      (i) to approve 
      the Re-registration 
      and (ii) to 
      approve and 
      adopt the 
      new articles 
2.    of association        1,778,868,488    97.6%    43,422,199    2.4%     1,822,290,687    45.2%      8,254 
    ---------------------  --------------  --------  -----------  --------  --------------  ---------  --------- 
     Ordinary 
      Resolution 
      - In connection 
      with the proposed 
      Subscription, 
      the Directors' 
      authority 
      to allot shares 
      up to an aggregate 
      nominal amount 
3.    of GBP250,000         1,779,331,914    97.6%    42,871,067    2.4%     1,822,202,981    45.2%     95,960 
    ---------------------  --------------  --------  -----------  --------  --------------  ---------  --------- 
     Special Resolution 
      - Subject 
      to Resolution 
      3 becoming 
      effective, 
      the Directors 
      be empowered 
      to allot equity 
      securities 
      in connection 
      with the proposed 
4.    Subscription          1,779,181,880    97.6%    43,030,593    2.4%     1,822,212,473    45.2%     86,468 
    ---------------------  --------------  --------  -----------  --------  --------------  ---------  --------- 
     Ordinary 
      Resolution 
      - Subject 
      to Resolutions 
      3 and 4 becoming 
      effective, 
      the Directors 
      be authorised 
      to restate 
      the share 
5.    option pool           1,778,385,246    97.6%    43,428,765    2.4%     1,821,814,011    45.2%     484,930 
    ---------------------  --------------  --------  -----------  --------  --------------  ---------  --------- 
     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 
6.    of GBP130,665         1,779,295,393    97.6%    42,921,067    2.4%     1,822,216,460    45.2%     82,481 
    ---------------------  --------------  --------  -----------  --------  --------------  ---------  --------- 
     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 
7.    of GBP130,665         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 [e-mail].

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                          4 January 2022 
  Shares on AIM 
 Cancellation                                              5 January 2023 
 Allotment and issue of the Non-VCT/EIS                    5 January 2023 
  Subscription Shares 
 Allotment and issue of the VCT/EIS                        6 January 2023 
  Subscription Shares 
 Despatch of definitive share                              6 January 2023 
  certificates in respect of the 
  Subscription Shares 
 Re-registration as a private             Week commencing 16 January 2023 
  company 
 

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(R) 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(R) 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

Prior to this announcement's release, the statement contained inside information for the purposes of Article 7 of Regulation (EU) 596/2014 (MAR) (Market Abuse Regulation).

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December 19, 2022 10:44 ET (15:44 GMT)