Sondrel (Holdings) plc Result of GM, Cancellation and Re-registration

RNS Number : 1257A

Sondrel (Holdings) plc

12 August 2024

 

12 August 2024

Sondrel (Holdings) plc

("Sondrel", the "Company" and together with its subsidiaries the "Group")

 

Result of General Meeting, Cancellation and Re-registration

 

Further to the announcement on 22 July 2024, Sondrel (AIM: SND), a leading provider of ultra-complex chips for leading global technology brands, announces that all four resolutions, as set out in the notice of General Meeting published on 22 July 2024 (the "Notice"), put to shareholders at the Company's General Meeting today, were duly passed on a poll. Resolutions numbered 1 and 2 in the Notice were passed as special resolutions and resolutions numbered 3 and 4 in the Notice were passed as ordinary resolutions.

 

The number of votes cast for and against each of the Resolutions proposed, and the number of votes withheld were as follows:

 

Resolution	Votes for	%	Votes against	%	Votes withheld*
Resolution 1 (Special) Cancellation of the admission of the Company's Ordinary Shares to trading on AIM	128,258,108	94.06%	8,094,187	5.94%	291,395
Resolution 2 (Special) Company be re-registered as a private company limited by shares and adoption of new articles of association	128,261,154	94.07%	8,091,140	5.93%	291,396
Resolution 3 (Ordinary) To receive the audited annual accounts of the Company for the year ended 31 December 2023	134,872,812	98.92%	1,475,483	1.08%	295,395
Resolution 4 (Ordinary) To re-appoint CLA Evelyn Partners Limited as auditor of the Company	132,517,834	98.34%	2,236,494	1.66%	1,889,362

*A vote withheld is not a vote in law and any such votes have not been included in the votes for or against the respective Resolutions.

 

The full text of the Resolutions can be found in the circular containing, inter alia, the Notice, which was published and posted to Shareholders on 22 July 2024 (the "Circular") and is available on the Company's website at https://ir.sondrel.com/investors/shareholder-information#notices.

 

In accordance with the passing of Resolutions 1 and 2 and subject to the Cancellation becoming effective, the Company will re-register as a private company limited by shares with the name Sondrel (Holdings) Limited and adopt the new articles of association with effect from such re-registration.

 

The expected timetable of principal events in relation to the Cancellation and Re-registration is as follows:

 

Last day of dealings in Ordinary Shares on AIM	20 August 2024
Time and date of Cancellation	7.00 a.m. on 21 August 2024
Re-registration as a private company	By 30 September 2024

 

Dealing and settlement arrangements

 

The Directors are aware that certain Shareholders may wish to acquire or dispose of Ordinary Shares in the Company following the Cancellation.

 

Therefore, the Company has made arrangements for the Matched Bargain Facility to assist Shareholders to trade in the Ordinary Shares to be put in place from the day of Cancellation. The Matched Bargain Facility will be provided by J P Jenkins Limited ("JP Jenkins"). JP Jenkins is a liquidity venue for unlisted or unquoted assets in companies, enabling shareholders and prospective investors to buy and sell equity on a matched bargain basis. JP Jenkins is a trading name of InfinitX Limited and Appointed Representative of Prosper Capital LLP (FRN453007).

 

Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares will be able to leave an indication with JP Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with members of the public), of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price. In the event that JP Jenkins is able to match that order with an opposite sell or buy instruction, they would contact both parties and then effect the bargain. Should the Cancellation become effective and the Company put in place the Matched Bargain Facility, details will be made available to Shareholders on the Company's website at https://ir.sondrel.com/investors and directly by letter or e-mail (where appropriate).

 

Following Cancellation, the provision of the Matched Bargain Facility will be kept under review by the Board and, in determining whether to continue to offer a Matched Bargain Facility, the Company shall consider expected (and communicated) Shareholder demand for such a facility as well as the composition of the Company's register of members and the costs to the Company and Shareholders. Shareholders should therefore note that there can be no certainty that the Matched Bargain Facility will continue to be in place for an extended period of time following Cancellation.

 

Defined terms used in this announcement have the meaning ascribed to them in the Circular.   

 

 

Sondrel (Holdings) plc	Via Buchanan
John Chubb, CEO	Tel: [phone]
Cavendish Capital Markets Limited	Tel: [phone]
Ben Jeynes / Katy Birkin / George Lawson - Corporate Finance
Michael Johnson - Sales
Buchanan Communications	Tel: [phone]
Chris Lane / Stephanie Whitmore / Jack Devoy / Abby Gilchrist	[e-mail]

About Sondrel

Sondrel is a UK-based fabless semiconductor company specialising in high end, complex digital Application Specific Integrated Circuits (ASICs) and System on Chips (SOCs). It provides a full turnkey service in the design, prototyping, testing, packaging and production of ASICs and SoCs.

The Company is one of only a few companies capable of designing and supplying the higher-spec chips built on the most advanced semiconductor technologies, selling into a range of hyper growth end markets such as high-performance computing, automotive, artificial intelligence, VR/AR, video analytics, image processing, mobile networking and data centres.  Sondrel designs have enabled products by leading technology brands including Apple (iPhone), Sony (PlayStation), Meta's (Oculus), Samsung, Google and Sony smartphones, JVC (prosumer camcorders), Tesla and Mercedes-Benz cars.

Sondrel is well-established, with a 20-year track record of successful delivery, supported by long standing ecosystem partnerships including Arm, TSMC and Samsung. Headquartered in the UK, Sondrel has a global presence with offices in UK, USA, China, India and Morocco.

For more information please visit: ir.sondrel.com.

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

 

 

ROMFLFEFTFIFLIS