Catena Group PLC Result of GM, Admission of Shares & Change of name (9339X)

TIDMCTNA

RNS Number : 9339X

Catena Group PLC

07 May 2021

7 May 2021

Catena Group plc

("Catena" or the "Company")

Results of General Meeting, Admission of Ordinary Shares, Change of Company name

and

Total Voting Rights

Catena Group plc, announces that at its General Meeting held earlier today, all resolutions were duly passed.

Resolutions 1 to 6 and Resolution 9 below were proposed as ordinary resolutions whilst Resolutions 7 and 8 were proposed as special resolutions. The authority granted by Resolutions 6 and 7 below will expire on 7 May 2022 or, if earlier, at the conclusion of the Company's next annual general meeting.

 
 RESOLUTIONS        NO. OF VOTES      % OF VOTES          NO. OF          % OF VOTES        TOTAL VOTES       NO. OF 
                         FOR        CAST (EXCLUDING    VOTES AGAINST    CAST (EXCLUDING    CAST (EXCLUDING     VOTES 
                                    VOTES WITHHELD)                     VOTES WITHHELD)    VOTES WITHHELD)    WITHHELD 
 ORDINARY RESOLUTIONS 
---------------------------------------------------------------------------------------------------------------------- 
 1) To approve 
  the Rule 9 
  waiver granted 
  by the Panel       8,771,242           100%               0                 0%             8,771,242        140,020 
                   -------------  -----------------  ---------------  -----------------  -----------------  ---------- 
 2) To approve 
  the Acquisition    8,911,262           100%               0                 0%             8,911,262           0 
                   -------------  -----------------  ---------------  -----------------  -----------------  ---------- 
 3) To appoint 
  Steven 
  Cracknell 
  as a director 
  of the Company     8,910,862           100%              400                0%             8,911,262           0 
                   -------------  -----------------  ---------------  -----------------  -----------------  ---------- 
 4) To appoint 
  Warren Pearson 
  as a director 
  of the Company     8,910,862           100%              400                0%             8,911,262           0 
                   -------------  -----------------  ---------------  -----------------  -----------------  ---------- 
 5) To appoint 
  Peter Rutter 
  as a director 
  of the Company     8,910,862           100%              400                0%             8,911,262           0 
                   -------------  -----------------  ---------------  -----------------  -----------------  ---------- 
 6) To authorise 
  the Directors 
  to allot the 
  Consideration 
  Shares, Placing 
  Shares and 
  Adviser 
  Warrants*          8,911,262           100%               0                 0%             8,911,262           0 
                   -------------  -----------------  ---------------  -----------------  -----------------  ---------- 
 SPECIAL RESOLUTIONS 
---------------------------------------------------------------------------------------------------------------------- 
 7) Pursuant 
  to sections 
  570 and 571 
  of the Act, 
  to allot new 
  Ordinary Shares 
  for cash up 
  to a maximum 
  aggregate 
  nominal value 
  of 
  GBP548,803.43 
  **                 8,910,812           100%              450                0%             8,911,262           0 
                   -------------  -----------------  ---------------  -----------------  -----------------  ---------- 
 8) Change 
  the Company 
  name to Insig 
  AI plc             8,910,862           100%              400                0%             8,911,262           0 
                   -------------  -----------------  ---------------  -----------------  -----------------  ---------- 
 ORDINARY RESOLUTION 
 9) To authorise 
  the Company 
  to make 
  payments 
  for loss of 
  office to 
  David Hillel, 
  John Zucker 
  and David 
  Coldbeck           7,357,806           100%              4087               0%             7,361,893       1,549,369 
                   -------------  -----------------  ---------------  -----------------  -----------------  ---------- 
 

* In total up to a maximum aggregate nominal value of GBP548,803.43 (representing approximately 55.63 per cent. of the Enlarged Share Capital) in each case in accordance with section 551 of the Act

** (representing approximately 55.63 per cent. of the Enlarged Share Capital) on a non pre-emptive basis provided that this power shall be limited to: (i) the allotment of the Consideration Shares; (ii) the allotment of new Ordinary Shares in connection with the Placing; (iii) the allotment of new Ordinary Shares in connection with the Adviser Warrants; and (iv) the allotment of the Convertible Loan Note Shares

Admission

The Company has applied to the London Stock Exchange for the following Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will occur at 8.00 a.m. on 10 May 2021.

 
 Placing Shares                   9,172,375 
 Consideration Shares            44,819,161 
 Convertible Loan Note Shares     2,000,000 
 

Total Voting Rights

Following the issue of the new Ordinary Shares, the Company will have 98,653,174 Ordinary Shares in issue, none of which will be held in treasury. Accordingly, the total number of voting rights in the Company will be 98,653,174 and shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Change of Name

Following the passing of Resolution 8 the change of the Company's name to Insig AI plc has become effective. Application will also be made for a change of TIDM to INSG which is expected to become effective at 8.00 a.m. on Monday 10 May. The Company's website address will be updated to the following: www.insg.ai effective 7.00 a.m. on Monday 10 May . All information pursuant to AIM Rule 26 will be available at this new website address.

Defined terms within this announcement shall have the meaning ascribed to them in the Company's Admission Document dated 21 April 2021.

For further information, please visit www.catenagroup.co.uk or contact:

 
Catena Group plc 
 Matthew Farnum-Schneider, Chief Executive              + 44 (0)20 3744 0900 
Zeus Capital Limited (Nominated Adviser & 
 Broker) 
 David Foreman / Rishi Majithia / James Hornigold       [phone] 
SEC Newgate (Financial PR)                              [phone] 
 Robin Tozer / Tom Carnegie                          [e-mail] 
 

* ENDS *

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May 07, 2021 05:35 ET (09:35 GMT)