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eve Sleep plc
(the "Company")
Results of General Meeting and Total Voting Rights
Results of the General Meeting
The Company is pleased to announce that at its General Meeting held earlier today (the "Meeting") all the resolutions set out in the Notice of the Meeting were passed by the requisite majority.
As a result, shareholders have granted the Company's directors the authority to allot and issue 120,317,323 new ordinary shares of 0.1 pence each in the capital of the Company (the "Placing Shares") for cash on a non-pre-emptive basis. The allotment and issue of the Placing Shares is in connection with the approximately £12 million (before expenses) placing by the Company as more fully detailed in the Company's announcement of 23 January 2019 and the circular sent to the Company's shareholders on 23 January 2019.
Application has been made for the Placing Shares, which rank pari passu with the Company's existing issued ordinary shares, to be admitted to trading on the AIM market of London Stock Exchange plc ("AIM"). Dealings on AIM are expected to commence at or around 8.00 a.m. on 12 February 2019 ("Admission").
Total Voting Rights
Following Admission, the issued share capital of the Company will comprise 260,052,484 ordinary shares with voting rights attached (one vote per share). This figure of 260,052,484 may be used by shareholders of the Company as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company.
Voting Results of the General Meeting
Each of the resolutions put to the Meeting was voted on by way of a poll. The results of the poll for each resolution were as follows:
|
Resolution
|
For
(No. of shares)
|
For
(%)
|
Against
(No. of shares
|
Against
(%)
|
Votes Withheld
(No. of shares)
|
- To authorise the Directors to allot shares in the Company for cash.
|
95,192,999
|
100.00
|
1,344
|
0.00
|
0
|
- To authorise the Directors to disapply pre-emption rights.*
|
95,171,010
|
99.98
|
21,989
|
0.02
|
1,344
|
- To approve the waiver by the UK Panel on Takeovers and Mergers of any requirement under Rule 9 of The City Code on Takeovers and Mergers for Woodford (as defined in the Circular) to make a general offer to all the other shareholders of the Company.**
|
28,201,453
|
100.00
|
0
|
0.00
|
6,621,320
|
* indicates Special Resolution
** Resolution 3 was required to be taken on a poll and was proposed as an ordinary resolution, requiring a simple majority of the votes to be cast by independent shareholders (being shareholders other than the Woodford Funds and any shareholders who are investors participating in the Placing) to be passed.
|
NOTES:
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|
|
1.
|
Proxy appointments which gave discretion to the Chairman of the Meeting have been included in the "For" total for the appropriate resolution.
|
|
2.
|
Votes "For" and "Against" any resolution are expressed as a percentage (rounded to two decimal places) of votes validly cast for that resolution.
|
|
3.
|
A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution.
|
|
4.
|
The full text of the resolutions passed at the Meeting can be found in the Notice of Meeting which is available on the Company's website at: https://investor.evesleep.co.uk/
|
|
5.
|
These poll results (inclusive of proxy results lodged before the Meeting) will be available shortly on the Company's website at: https://investor.evesleep.co.uk/
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|
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For further information, please contact:
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|
|
eve Sleep plc
Abid Ismail, Chief Financial Officer
|
via M7 Communications LTD
|
|
Peel Hunt LLP (NOMAD and broker)
Dan Webster
George Sellar
Guy Pengelley
|
+44(0)20 7418 8900
|
|
M7 Communications LTD
Mark Reed
|
+44(0)7903 089 543
|
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|
.