TIDMSYS1
RNS Number : 3160Y
System1 Group PLC
03 May 2023
Press Release 3 May 2023
System1 Group PLC (AIM: SYS1)
("System1", or "the Company", or "the Group")
Further re Result of General Meeting
In the light of some inaccurate press reporting of the Company's
21 April 2023 general meeting, the Board has decided to issue a
revised version of the result of general meeting announcement that
makes it clearer that 41.77% of votes were cast in favour of the
resolutions put to the meeting.
System1 Group PLC (AIM: SYS1) announces the result of the
Company's general meeting that was held on 21 April following a
requestion from Stefan Barden (former System1 Chief Executive
Officer and Board Adviser) and James Geddes (former System1 Chief
Financial Officer) (the "Requestioning Shareholders") for a general
meeting of the Company (the "Requisition").
A poll was held on each of the resolutions proposed by the
Requestioning Shareholders and the results of the poll are set out
below. None of the resolutions were passed, with a majority of
shareholders supporting the Board's recommendation by voting
against these resolutions.
The Board set out its views on the resolutions in a Circular to
shareholders, a response statement to the Requisitioning
Shareholders and consulted with a large number of shareholders
ahead of the general meeting.
The Board believes that as it is currently constructed it
possesses the mix of skills and experience necessary to oversee the
Company and deliver its strategy and is pleased that this was
reflected with the level of shareholders that voted against the
resolutions.
The Board acknowledges that whilst all resolutions were
rejected, on average 41.77% of votes were cast in favour of the
resolutions. The QCA Corporate Governance Code requires that where
20% or more of votes have been cast against a Board voting
recommendation, a company should include an explanation of what
actions it intends to take to understand the reasons behind that
vote result, and, where appropriate, any different action it has
taken, or will take, as a result of the vote. Accordingly, the
Board will continue to engage with shareholders to improve
alignment on the strategy, objectives and most importantly its
delivery and will explain any different action it will take as a
result of the vote with its full year results.
The full text of each resolution is contained in the notice of
general meeting which is available on the Company's website at
https://system1group.com/investors/shareholder-info.
Rupert Howell, Non-Executive Chairman of System1, said:
"The Board would like to thank shareholders for the support
received at today's meeting. We were pleased that shareholders
supported the Board's recommendations, with an average of 58.23%
per cent. of shareholders who voted, opposing the resolutions.
The Board recently conducted a strategic review of its
operations which was very thorough, including an investigation of
various go-to-market structures and strategies, a Board review of
M&A opportunities, and external advisor feedback.
Whilst recent years' revenue growth has not met management or
shareholder aspirations, under revived new leadership the business
has delivered a strong FY23 in the platform business, with high
levels of H2 revenue growth, achieved through the combined data and
data-led consultancy offer.
We strongly believe that we have the right go-to-market strategy
and team and that we will see growth continue in the next year.
This growth should ultimately create more strategic value to the
business.
We will continue to engage with those shareholders who voted in
favour of the resolutions to improve alignment on the Company's
strategy.
We welcome the strong support for the Board's position received
today from other shareholders and look forward to continuing to
deliver on our ambitious growth plans."
Resolutions Number of % of votes Number of % of votes Total Votes Number of
votes "For" "For" votes "Against" "Against" Cast (excluding votes
Withheld) "Withheld"
To retire
Rupert Howell
as Chairman and
a
Non-Executive
Director
1 of the Company 4,324,368 41.65% 6,058,554 58.35% 10,382,922 309,678
---------------- --------------- ----------- ---------------- ----------- ---------------- ----------------
To elect Stefan
Barden
as Executive
Chairman
and a Director
of
2 the Company 4,632,060 43.33% 6,058,554 56.67% 10,690,614 1,986
---------------- --------------- ----------- ---------------- ----------- ---------------- ----------------
To retire
Philip Machray
as a
Non-Executive
Director of the
3 Company 4,324,328 41.65% 6,058,594 58.35% 10,382,922 309,678
---------------- --------------- ----------- ---------------- ----------- ---------------- ----------------
To re-elect
John Kearon
as a Director
of the
Company but
moving
into a
Non-Executive
4 capacity 4,324,368 40.45% 6,366,246 59.55% 10,690,614 1,986
---------------- --------------- ----------- ---------------- ----------- ---------------- ----------------
As at the date of the General Meeting, the number of issued
ordinary shares in the capital of the Company entitled to attend
and vote for or against all resolutions was 12,678,929. In
accordance with the Company's Articles of Association, on a poll,
every member has one vote for every share held. Votes withheld are
not votes in law and have not been counted in the calculation of
the proportion of vote "for" or "against" a resolution.
Further information on the Company can be found at
www.system1group.com.
This announcement contains inside information for the purposes
of article 7 of the Market Abuse Regulation (EU) 596/2014 as
amended by regulation 11 of the Market Abuse (Amendment) (EU Exit)
Regulations 2019/310. With the publication of this announcement,
this information is now considered to be in the public domain.
For further information, please contact:
System1 Group PLC Tel: +44 (0)20 7043 1000
James Gregory, Chief Executive Officer
-------------------------
Chris Willford, Chief Financial
Officer
-------------------------
Canaccord Genuity Limited (Nominated Tel: +44 (0)20 7523 8000
Adviser & Broker)
-------------------------
Simon Bridges / Andrew Potts/Harry
Rees
-------------------------
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END
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