Result of General Meeting
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF MPAC GROUP PLC OR OTHER EVALUATION OF ANY SECURITIES OF MPAC GROUP PLC OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
For immediate release
18 October 2024
Mpac Group plc
Result of General Meeting
Mpac Group plc ("Mpac" or the "Company") (AIM: MPAC), the AIM quoted global leader in high-speed packaging and automation solutions, is pleased to announce that all of the Resolutions put to the General Meeting earlier today were duly passed. All of the Resolutions were decided on a poll. Resolution 1 was passed as an ordinary resolution and Resolution 2 was passed as a special resolution. The voting results are set out later in this announcement (this "Announcement").
Capitalised terms not defined in this Announcement have the meanings given to them in the circular containing details of the Placing, the Retail Offer and the Acquisition of CSi Palletising which was published by the Company on 2 October 2024 (the "Circular").
Completion of the Placing and the Retail Offer
As a result of the Resolutions being passed, the Placing of 7,250,000 Placing Shares to raise gross proceeds of £29 million for the Company (before fees and expense) has now completed, subject to admission of the Placing Shares to trading on AIM.
In addition, the Retail Offer of 250,000 Retail Offer Shares to raise gross proceeds of £1 million for the Company (before fees and expenses) has now completed, subject to admission of the Retail Offer Shares to trading on AIM.
It is expected that admission of the Placing Shares and the Retail Offer Shares to trading on AIM will occur at 8 00 a.m. on 21 October 2024.
Completion of the Acquisition
As set out in the Circular, the Acquisition of CSi Palletising is subject to, amongst other things, it having been unconditionally authorised from a national security perspective by a decision of the Romanian Competition Council on terms that are reasonably satisfactory to Mpac Bidco.
The Company submitted a notification to the Romanian Competition Council for its authorisation of the Acquisition from a national security perspective ahead of publishing the Circular. Based on advice it has received, the Company expects a decision to be made by the Romanian Competition Council within the next couple of months, with Completion expected to be in December 2024. The Company will provide further updates on Completion as and when appropriate. 1,039,500 Consideration Shares will be issued to the Sellers and admitted to trading on AIM on Completion. The Company will make a further announcement through a RIS when it is expected that admission of the Consideration Shares will become effective.
Total voting rights
Following Admission of the Fundraising Shares, the Company's issued ordinary share capital will consist of 29,033,773 Ordinary Shares, all with voting rights. The total number of current voting rights in the Company will therefore be 29,033,773. This figure 29,033,773 may be used by Shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change in their interest in, the Company.
Directors' participation in the Placing
The following Directors have participated in the Placing as set out below (the "Directors' Participation"):
Director | Position | Amount (£) | Number of |
Andrew Kitchingman | Non-executive Chairman | 10,000 | 2,500 |
Adam Holland | Chief Executive Officer | 20,000 | 5,000 |
William Wilkins | Group Finance Director | 20,000 | 5,000 |
Sara Fowler | Non-executive Director | 20,000 | 5,000 |
Matthew Taylor | Non-executive Director | 20,000 | 5,000 |
Total | 90,000 | 22,500 |
Further detail on the Directors' Participation as required in accordance with UK MAR is set out at the end of this Announcement.
Voting results from the General Meeting
No | Resolution | Votes FOR | % | Votes AGAINST | % | % of issued share capitalvoted | Votes WITH-HELD |
1 | To authorise the Directors to allot the New Ordinary Shares pursuant to the Fundraising and the Acquisition in accordance with section 551 of the Companies Act 2006 | 5,155,847 | 99.38 | 32,043 | 0.62 | 24.09 | 17,280 |
2 | To authorise the Directors to disapply statutory pre-emption rights in relation to the issue of the New Ordinary Shares pursuant to the Fundraising and the Acquisition | 5,142,148 | 99.19 | 41,943 | 0.81 | 24.07 | 21,079 |
The Company also publishes at the end of this Announcement, the post-transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).
For further information please contact:
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This Announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the Announcement should be read and understood.
The person responsible for arranging the release of this Announcement on behalf of the Company is William Wilkins, Group Finance Director of the Company.
The information below (set out in accordance with the requirements of UK MAR) provides further detail:
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Andrew Kitchingman | |
2 | Reason for the notification | ||
a) | Position/status | Non-executive Chairman | |
b) | Initial notification /Amendment | Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Mpac Group plc | |
b) | LEI | 213800J3KUDYLRHHU562 | |
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 | Ordinary Shares of 25 pence each ("Ordinary Shares")
GB0005991111 | |
b) | Nature of the transaction | Purchase of Ordinary Shares | |
c)
| Price(s) and volume(s) | 2,500 Ordinary Shares 400 pence
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d)
| Aggregated information Aggregate volume Price |
N/A | |
e) | Date of the transaction | 17 October 2024 | |
f) | Place of the transaction | London Stock Exchange, AIM | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Adam Holland | |
2 | Reason for the notification | ||
a) | Position/status | Chief Executive Officer | |
b) | Initial notification /Amendment | Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Mpac Group plc | |
b) | LEI | 213800J3KUDYLRHHU562 | |
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 | Ordinary Shares of 25p each ("Ordinary Shares")
GB0005991111 | |
b) | Nature of the transaction | Purchase of Ordinary Shares | |
c)
| Price(s) and volume(s) | 5,000 Ordinary Shares 400 pence
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d)
| Aggregated information Aggregate volume Price |
N/A | |
e) | Date of the transaction | 17 October 2024 | |
f) | Place of the transaction | London Stock Exchange, AIM | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | William Wilkins | |
2 | Reason for the notification | ||
a) | Position/status | Group Finance Director | |
b) | Initial notification /Amendment | Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Mpac Group plc | |
b) | LEI | 213800J3KUDYLRHHU562 | |
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 | Ordinary Shares of 25p each ("Ordinary Shares")
GB0005991111 | |
b) | Nature of the transaction | Purchase of Ordinary Shares | |
c)
| Price(s) and volume(s) | 5,000 Ordinary Shares 400 pence
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d)
| Aggregated information Aggregate volume Price |
N/A | |
e) | Date of the transaction | 17 October 2024 | |
f) | Place of the transaction | London Stock Exchange, AIM | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Sara Fowler | |
2 | Reason for the notification | ||
a) | Position/status | Non-executive Director | |
b) | Initial notification /Amendment | Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Mpac Group plc | |
b) | LEI | 213800J3KUDYLRHHU562 | |
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 | Ordinary Shares of 25p each ("Ordinary Shares")
GB0005991111 | |
b) | Nature of the transaction | Purchase of Ordinary Shares | |
c)
| Price(s) and volume(s) | 5,000 Ordinary Shares 400 pence
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d)
| Aggregated information Aggregate volume Price |
N/A | |
e) | Date of the transaction | 17 October 2024 | |
f) | Place of the transaction | London Stock Exchange, AIM | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Matthew Taylor | |
2 | Reason for the notification | ||
a) | Position/status | Non-executive Director | |
b) | Initial notification /Amendment | Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Mpac Group plc | |
b) | LEI | 213800J3KUDYLRHHU562 | |
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 | Ordinary Shares of 25p each ("Ordinary Shares")
GB0005991111 | |
b) | Nature of the transaction | Purchase of Ordinary Shares | |
c)
| Price(s) and volume(s) | 5,000 Ordinary Shares 400 pence
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d)
| Aggregated information Aggregate volume Price |
N/A | |
e) | Date of the transaction | 17 October 2024 | |
f) | Place of the transaction | London Stock Exchange, AIM | |
Post-transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).
Name of issuer | Mpac Group plc
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Transaction details | The Company raised £30.0m via a Placing and Retail Offer. The 7,500,000 new ordinary shares issued pursuant to the Placing and Retail Offer represented approximately 34.8 per cent. of the Company's issued ordinary share capital prior to the Fundraising.
Admission of the Placing Shares and Retail Offer Shares will take place at 8.00 a.m. on 21 October 2024.
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Use of proceeds | The net proceeds of the Placing were used to part fund the acquisition of CSi Palletising, with the remaining consideration financed from the Company's new Facilities with HSBC. The net proceeds of the Retail Offer are expected to be used for general working capital purposes including reducing the Company's debt levels.
Further details can be found in Circular published by the Company on 2 October 2024, which should be read in conjunction with this Announcement.
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Quantum of proceeds | In aggregate, the Placing and Retail Offer raised gross proceeds of approximately £30.0 million.
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Discount | The Issue Price of 400 pence per share represented a discount of approximately 3.6 per cent. to the closing middle market price of 415 pence on 30 September 2024, being the latest practicable date prior to the publication of the Placing launch announcement.
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Allocations | Soft pre-emption has been adhered to in the allocations process. The Company was involved in the allocations process, which was carried out in compliance with applicable MiFID II allocation requirements. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders and wall-crossed accounts.
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Consultation | Shore Capital and Panmure Liberum, as the Company's Joint Bookrunners and Joint Brokers, undertook a pre-launch wall-crossing process, including consultation with major shareholders, to the extent reasonably practicable and permitted by law.
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Retail investors | The Placing was accompanied by a Retail Offer, for 250,000 new Ordinary Shares, via the Bookbuild platform.
Retail investors who participated in the Retail Offer were able to do so at the same Issue Price as all other investors participating in the Placing.
The Retail Offer was made available to existing shareholders in the UK. Investors were able to participate through the Bookbuild Platform. As such, to the extent practicable on the transaction timetable, eligible UK retail shareholders had the opportunity to participate in the Fundraising alongside institutional investors.
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Important Notices
SCS and SCC are authorised and regulated by the FCA in the United Kingdom and are acting exclusively for Mpac and no one else in connection with the Placing, and SCS and SCC will not be responsible to anyone (including any Placees) other than Mpac for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
Panmure Liberum is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for Mpac and no one else in connection with the Placing, and Panmure Liberum will not be responsible to anyone (including any Placees) other than Mpac for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective Representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
The responsibilities of SCC as Mpac's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to Mpac or to any Director or to any other person.
This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of Mpac's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of Mpac, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which Mpac and its affiliates operate, the effect of volatility in the equity, capital and credit markets on Mpac's profitability and ability to access capital and credit, a decline in Mpac's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of Mpac may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of Mpac speak only as of the date they are made. Except as required by applicable law or regulation, Mpac expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in Mpac's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of Mpac for the current or future financial years would necessarily match or exceed the historical published earnings per share of Mpac.
The Fundraising Shares to be issued pursuant to the Fundraising will be not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
The Fundraising Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Fundraising or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Fundraising Shares; and the Fundraising Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, the Republic of South Africa or Japan. Accordingly, the Fundraising Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom or the EEA.
Neither the content of Mpac's website nor any website accessible by hyperlinks on Mpac's website is incorporated in, or forms part of, this Announcement.
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