S4 Capital PLC Results of Annual General Meeting (0782B)

TIDMSFOR

RNS Number : 0782B

S4 Capital PLC

07 June 2021

7 June 2021

S(4) Capital plc

(" S(4) Capital" or "the Company")

Results of Annual General Meeting

S (4) Capital plc (SFOR.L), the tech-led, new age, new era, digital advertising and marketing services company, announces that at the Company's Annual General Meeting held earlier today, the resolutions proposed were duly passed by way of a poll and without amendment.

The total number of votes received on each resolution is as follows:

 
       Resolution                 For           % of     Against      % of     Votes      Withheld 
                                                 votes                 votes    cast 
                                                 cast                  cast     as a 
                                                                                % of 
                                                                                Issued 
                                                                                Share 
                                                                                Capital 
       To receive the 
        Annual Report 
        and Accounts 
        for the year 
        ended 31 December 
 1.     2020                      300,251,043   99.84    1,183        0.00     54.95%     489,492 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To approve the 
        Directors' Remuneration 
 2.     Report                    287,243,672   95.51    3,107,176    1.03     54.95%     10,390,870 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To approve the 
        Employee Stock 
 3.     Purchase Plan             300,494,146   99.92    226,244      0.08     54.95%     21,328 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To re-elect 
        Sir Martin Sorrell 
 4.     as a Director             260,009,021   86.46    13,572,583   4.51     54.95%     27,160,114 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To re-elect 
        Victor Knaap 
 5.     as a Director             299,675,686   99.65    1,038,556    0.35     54.95%     27,476 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To re-elect 
        Wesley ter Haar 
 6.     as a Director             299,675,611   99.65    1,038,556    0.35     54.95%     27,551 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To re-elect 
        Peter Kim as 
 7.     a Director                299,675,686   99.65    1,038,556    0.35     54.95%     27,476 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To re-elect 
        Christopher 
        S. Martin as 
 8.     a Director                299,675,611   99.65    1,038,556    0.35     54.95%     27,551 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To re-elect 
        Peter Rademaker 
 9.     as a Director             297,461,720   98.91    3,252,447    1.08     54.95%     27,551 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To re-elect 
        Paul Roy as 
 10.    a Director                297,595,684   98.95    3,118,558    1.04     54.95%     27,476 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To re-elect 
        Rupert Faure 
        Walker as a 
 11.    Director                  300,441,920   99.90    272,247      0.09     54.95%     27,551 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To re-elect 
        Susan Prevezer 
 12.    as a Director             300,442,195   99.90    272,047      0.09     54.95%     27,476 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To re-elect 
        Daniel Pinto 
 13.    as a Director             296,734,180   98.67    3,979,987    1.32     54.95%     27,551 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To re-elect 
        Scott Spirit 
 14.    as a Director             299,675,611   99.65    1,038,556    0.35     54.95%     27,551 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To re-elect 
        Elizabeth Buchanan 
 15.    as a Director             300,442,195   99.90    272,047      0.09     54.95%     27,476 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To re-elect 
        Margaret Ma 
        Connolly as 
 16.    a Director                300,442,195   99.90    272,047      0.09     54.95%     27,476 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To re-elect 
        Naoko Okumoto 
 17.    as a Director             300,442,120   99.90    272,047      0.09     54.95%     27,551 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To elect Peter 
        Miles Young 
 18.    as a Director             300,442,120   99.90    272,047      0.09     54.95%     27,551 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To re-appoint 
        PricewaterhouseCoopers 
 19.    LLP as auditors           300,711,029   99.99    14,263       0.00     54.95%     16,426 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To authorise 
        the Directors 
        to fix the remuneration 
 20.    of the auditors           300,723,421   99.99    1,471        0.00     54.95%     16,826 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To authorise 
        the Directors 
        generally to 
        allot ordinary 
 21.    shares                    290,085,710   96.46    9,288,532    3.09     54.95%     1,367,476 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To authorise 
        the disapplication 
        of pre-emption 
 22.    rights generally          300,697,884   99.99    27,533       0.01     54.95%     16,301 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To authorise 
        the disapplication 
        of pre-emption 
        rights in connection 
        with a specified 
        acquisition 
 23.    or capital investment     300,718,805   99.99    6,362        0.00     54.95%     16,551 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To authorise 
        the disapplication 
        of pre-emption 
        rights to facilitate 
        pro-rata offers 
        to overseas 
 24.    shareowners               295,600,372   98.29    3,773,870    1.25     54.95%     1,367,476 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To authorise 
        the Company 
        to purchase 
 25.    its own shares            300,527,050   99.93    18,846       0.01     54.95%     195,822 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To enable the 
        Company to call 
        general meetings, 
        other than an 
        Annual General 
        Meeting, on 
 26.    reduced notice            290,025,268   96.44    10,700,224   3.56     54.95%     16,226 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
       To adopt new 
        articles of 
 27.    association               300,718,840   99.99    1,183        0.00     54.95%     21,695 
      -------------------------  ------------  -------  -----------  -------  ---------  ----------- 
 

Notes:

   (i)               Votes 'For' include those votes giving the chairman of the meeting discretion. 

(ii) The number of ordinary shares in issue on 7 June 2021 was 548,408,712. Ordinary shareowners are entitled to one vote per share.

(iii) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

Full details of the resolutions are set out in the Notice of Annual General Meeting dated 10 May 2021 (which is available on the Company's website at https://www.s4capital.com/investors).

Resolutions 1 to 21 were ordinary resolutions, requiring more than 50 per cent. of shareowners' votes to be cast in favour of the resolutions. Resolutions 22 to 27 were special resolutions, requiring at least 75 per cent. of shareowners' votes to be cast in favour of the resolutions.

S(4) Capital plc

   Sir Martin Sorrell, Executive Chairman                                    Tel: [phone] 
   Powerscourt (PR adviser to S(4) Capital plc )                             Tel: [phone] 

Elly Williamson

Jack Shelley

About S (4) Capital

S4Capital plc (SFOR.L) is the tech-led, new age/new era digital advertising and marketing services company, established by Sir Martin Sorrell in May 2018.

Its strategy is to build a purely digital advertising and marketing services business for global, multinational, regional, local clients and millennial-driven influencer brands. This will be achieved initially by integrating leading businesses in two practice areas: Data & digital media and Content, along with an emphasis on "faster, better, cheaper" executions in an always-on consumer-led environment, with a unitary structure.

Digital is by far the fastest-growing segment of the advertising market. S4Capital estimates that in 2020 digital accounted for over 50% (for the first time) or $290 billion of total global advertising spend of $525 billion (excluding over $500 billion of trade promotion marketing, the primary target of the Amazon advertising platform), and projects that by 2022 this share will grow to approximately 60% and by 2024 to approximately 66%, accelerated by the impact of covid-19.

S4Capital combined with MediaMonks, the leading AdAge A-listed creative digital content production company led by Victor Knaap and Wesley ter Haar, in July 2018 and with MightyHive, the market-leading digital media solutions provider for future thinking marketers and agencies, led by Peter Kim and Christopher S. Martin, in December 2018.

In April 2019, MightyHive combined with ProgMedia to expand operations into Latin America and MediaMonks acquired film studio Caramel Pictures to expand content studio capabilities. In June 2019, MediaMonks announced a planned combination with Australia-based BizTech, a leading marketing transformation and customer experience company. In August 2019, MediaMonks combined with Amsterdam-based digital influencer marketing agency IMA. In October 2019, MediaMonks combined with Firewood Marketing, the largest digital marketing agency based in Silicon Valley, that was recently ranked, along with MediaMonks and Circus (see below), as one of the fastest growing agencies by Adweek, and MightyHive combined with award-winning UK-based digital analytics, biddable media and data science company ConversionWorks and South Korea-based data and analytics consultancy MightyHive Korea. In November 2019, MediaMonks announced its combination with Delhi-based content creation and production company WhiteBalance (completed in August 2020 - the delay due to necessary merger clearance procedures) and then with fully integrated digital agency Circus Marketing in January 2020 (completed in March 2020).

In May 2020, MightyHive announced a combination with Digodat, one of the leading Latin American data and analytics consultancies, and in June 2020, MightyHive announced its combination with Lens10, a leading Australian digital strategy and analytics consultancy. In July 2020, MightyHive announced a combination with Orca Pacific, a market leading full-service Amazon agency and boutique consultancy firm based in Seattle. In August 2020, MightyHive announced a combination with London-based Brightblue, an econometric and media optimisation consultancy. In September 2020, MediaMonks announced its combination with Dare.Win, expanding its geographical presence to France. In January 2021, MediaMonks announced its combination with integrated creative, technology and media agency Decoded Advertising, Shanghai based creative agency TOMORROW and Stuttgart based automotive specialist STAUD STUDIOS. MightyHive also announced its combination with integrated digital performance marketing agency Metric Theory. In February 2021, MightyHive acquired the assets of Datalicious, a leading Google Marketing Platform, Google Cloud and Google Analytics partner in Asia Pacific. In March 2021, MediaMonks announced it had entered into a conditional agreement in relation to a combination of MediaMonks with Toronto-based design and experience agency, Jam3.

On 16 July 2020, S4Capital announced the successful placing of 36,766,642 new ordinary shares at a price of 315p raising approximately GBP116 million gross proceeds which will be used for further expansion and combination purposes.

Victor Knaap, Wesley ter Haar, Pete Kim, Christopher Martin, Peter Rademaker and Scott Spirit all joined the S4Capital Board as Directors. The S4Capital Board also includes Rupert Faure Walker, Paul Roy, Daniel Pinto, Sue Prevezer, Elizabeth Buchanan, Naoko Okumoto, Margaret Ma Connolly and Miles Young.

The Company now has over 4,400 people in 31 countries across the Americas, Europe, the Middle East and Africa and Asia-Pacific and a current market capitalisation of over GBP3 billion (c.$4.8 billion), and would rank around the FTSE 150. It achieved Unicorn status in a little over one year, unique in the advertising and marketing services industry.

Sir Martin was CEO of WPP for 33 years, building it from a GBP1 million "shell" company in 1985 into the world's largest advertising and marketing services company with a market capitalisation of over GBP16 billion on the day he left. Today its market capitalisation is GBP12.2 billion. Prior to that Sir Martin was Group Financial Director of Saatchi & Saatchi Company Plc for nine years.

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June 07, 2021 11:28 ET (15:28 GMT)