finnCap Group PLC Scheme Effective, Board Changes & AGM Resolutions (6406L)

TIDMFCAP

RNS Number : 6406L

finnCap Group PLC

07 September 2023

FOR IMMEDIATE RELEASE

7 September 2023

finnCap Group plc

("finnCap" or the "Company")

SCHEME EFFECTIVE, CONFIRMATION OF BOARD CHANGES AND WITHDRAWAL OF AGM RESOLUTIONS

On 23 March 2023, the board of finnCap Group plc ("finnCap" or the "Company") and the board of Cenkos Securities plc ("Cenkos") announced that they had reached agreement on the terms and conditions of a recommended all-share merger between Cenkos and finnCap (the "Merger"), to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

finnCap is pleased to note the announcement released by Cenkos this morning that, following the delivery of a copy of the Court Order to the Registrar of Companies earlier today, the Scheme has now become effective and, accordingly, Cenkos is now a wholly-owned subsidiary of finnCap.

Board Changes and Withdrawal of Annual General Meeting ("AGM") Director Re-Election Resolutions

The Company confirms that the Board changes announced on 1 September 2023, which were conditional upon the Scheme becoming Effective, have now taken effect. Lisa Gordon, Julian Morse, Ben Procter and Jeremy Miller have been appointed as directors of the Company with effect from today, and, in accordance with the Company's Articles of Association, will stand for election by shareholders at the Company's 2023 AGM to be held at 10.00am on Friday 29 September 2023 at the Company's offices.

Barbara Firth, Andy Hogarth and Geoff Nash have resigned as directors of the Company with effect from today, and therefore resolutions 17, 18 and 19 (as set out in the Notice of AGM posted to shareholders on 6 September 2023) have been withdrawn.

Allotment and admission to trading of the 181,094,721 New finnCap Shares to be issued to Cenkos shareholders in consideration for the transfer of their Cenkos Shares is expected to take place on 8 September 2023. New shareholders in the Company as a result of the Merger will be entitled to vote on the resolutions to be proposed at the AGM. Such shareholders will receive a letter from the Company (expected to be posted on 8 September 2023) setting out details of the AGM, how to submit votes by proxy in advance of the AGM, and enclosing a Form of Proxy which can be used for that purpose.

Following admission to trading of the New finnCap Shares, the Company will have 362,189,565 ordinary shares of 1 penny each ("Ordinary Shares") in issue. The Company does not hold any shares in treasury and all of the Ordinary Shares have equal voting rights. The figure of 362,189,565 Ordinary Shares represents the total voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

For information, please contact:

 
 finnCap                                                Tel: [phone] 
  John Farrugia, Chief Executive Officer                               0500 
  Richard Snow, Chief Financial Officer      [e-mail] 
  Henrik Persson, Strategic PLC Advisory 
 Grant Thornton (Nominated Adviser to                   Tel: [phone] 
  finnCap)                                                             5100 
  Philip Secrett/Samantha Harrison/Samuel 
  Littler 
 Oberon Capital (Joint Broker to finnCap)               Tel: [phone] 
  Mike Seabrook                                                        5344 
 finnCap Ltd (Joint Broker to finnCap)                  Tel: [phone] 
  Tim Redfern                                                          0500 
 Hudson Sandler (PR Adviser to finnCap)             Tel: [phone] 
  Dan de Belder                                     Tel: [phone] 
  Rebekah Chapman 
 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.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.

END

SOADDGDCBBGDGXL

(END) Dow Jones Newswires

September 07, 2023 02:32 ET (06:32 GMT)