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Team plc announced that all resolutions proposed at its Annual General Meeting on 17 April 2024 were passed. The company will issue an aggregate of 9,549,300 new Ordinary Shares, comprising 6,231,500 for a Placing, Subscription and WRAP Retail Offer, 3,281,250 for a £1.181m convertible loan conversion to John Beverley, and 36,550 from vested director awards to Mark Clubb (13,158) and Matthew Moore (23,392). Admission of these new shares to AIM is expected on or around 19 April 2024, increasing the total issued share capital to 39,554,514 Ordinary Shares.
| Date | 17 Apr 2024 |
| Time | 16:00:00 |
| Category | AGMs and other meetings |
| ID | 0217L |
17 April 2024
Result of AGM,
Issue of New Ordinary Shares and Vesting of Director Awards
Team plc ("TEAM" or the "Company"), the wealth, asset management and complementary financial services group, is pleased to announce that all resolutions proposed at the Company's Annual General Meeting, held earlier today, were duly passed.
The votes received from shareholders on each resolution, via proxy and shareholders present at the meeting, are set out below:
|
Resolution |
For |
Against |
Total Votes Cast |
||
|
|
Votes |
% Votes Cast |
Votes |
% Votes Cast |
|
|
1 |
12,616,451 |
100.00 |
0 |
0.00 |
12,616,451 |
|
2 |
12,616,451 |
100.00 |
0 |
0.00 |
12,616,451 |
|
3 |
12,603,451 |
100.00 |
0 |
0.00 |
12,603,451 |
|
4 |
12,597,972 |
99.90 |
13,000 |
0.10 |
12,610,972 |
|
5 |
12,603,451 |
100.00 |
0 |
0.00 |
12,603,451 |
|
6 |
12,603,451 |
100.00 |
0 |
0.00 |
12,603,451 |
|
7 |
11,853,591 |
94.09 |
744,381 |
5.91 |
12,597,972 |
|
8 |
12,616,451 |
100.00 |
0 |
0.00 |
12,616,451 |
Issue of New Ordinary Shares, AIM application and Directors' shareholdings
Further to shareholder approvals at the AGM, the Company shall issue the following new Ordinary Shares:
- 6,231,500 new Ordinary Shares pursuant to the Placing, Subscription and WRAP Retail Offer;
- 3,281,250 new Ordinary Shares pursuant to conversion of the £1.181m nil coupon convertible loan issued to John Beverley as initial consideration for the acquisition of Neba Financial Solutions Ltd and Neba Financial Solutions Private Ltd, announced on 12 December 2023; and
- 36,550 new Ordinary Shares pursuant to the vesting of the initial third of the Executive Director bonus awards for the financial period to 30 September 2022 ("Awards"), comprising 13,158 new Ordinary Shares to Mark Clubb, Executive Chair, and 23,392 new Ordinary Shares to Matthew Moore, Chief Financial Officer.
Application has been made the London Stock Exchange for admission to trading on AIM for the aggregate 9,549,300 new Ordinary Shares detailed above ("Admission"), and Admission is expected to become effective and trading will commence in the New Ordinary Shares on or around 19 April 2024. The new Ordinary Shares will be issued free of all liens, charges and encumbrances and will, on Admission, rank pari passu in all respects with the Company's existing Ordinary Shares.
Following issue of the above issues of new Ordinary Shares, Mr Clubb will be interested in 4,030,018 Ordinary Shares and Mr Moore will be interested in 23,392 Ordinary Shares, representing 10.19% and 0.06% of the Company's issued ordinary share capital as enlarged by Admission.
Total Voting Rights
Following Admission, the Company's issued share capital will comprise of 39,554,514 Ordinary Shares, none of which are held in treasury. Accordingly, the figure of 39,554,514 may be used by shareholders 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Terms used but not defined in this announcement have the same meaning as set out in the Company's announcements released at 07:01 and 07:02 on 28 March 2024.
For further information, please contact:
|
Team plc Mark Clubb, Executive Chair Matthew Moore, CFO and COO
|
+44 1534 877 210 |
|
Hannam & Partners (Financial Adviser) Giles Fitzpatrick
|
+44 20 7907 8500 |
|
Oberon Capital (Broker) Adam Pollock, Michael Seabrook, Jessica Cave |
+44 20 3179 0500 |
|
Strand Hanson (Nominated Adviser) Richard Johnson, James Spinney, David Asquith |
+44 207 409 3494 |
|
Novella Communications (Financial Public Relations) Tim Robertson, Claire de Groot, Safia Colebrook |
+44 20 3151 7008 |
|
|
|
Further information on the Company can be found on its website at www.teamplc.co.uk.
The following disclosures are made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.
|
1. |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
1. Mark Clubb 2. Matthew Moore |
||||
|
2. |
Reason for the notification |
|||||
|
b) |
Position / status |
1. Executive Chairman 2. Chief Financial Officer |
||||
|
c) |
Initial notification / amendment |
Initial notification |
||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
TEAM plc |
||||
|
b) |
LEI |
213800EP1CI5ANR7RP18 |
||||
|
4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a) |
Description of the financial instrument, type of instrument Identification Code |
Ordinary Shares of no par value
|
||||
|
b) |
Nature of the transaction(s) |
Vesting of portion of 2022 bonus awards |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information - Aggregated volume - Price |
n/a |
||||
|
e) |
Date of the transaction |
17 April 2024 |
||||
|
f) |
Place of the transaction |
Off-exchange
|
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