Result of General Meeting

30 September 2019

STILO INTERNATIONAL PLC
(the “Company”)

Result of General Meeting

The General Meeting of Stilo International plc was held at the offices of RSM UK Audit LLP, 25 Farringdon Street, London EC4A 4AB on 30 September 2019 at 11:00 a.m.

All four resolutions put to members were passed. Resolutions 1 and 2 were passed as ordinary resolutions and resolutions 3 and 4 were passed as special resolutions.

ENQUIRIES

Stilo International plc
Les Burnham, Chief Executive
T +44 1793 441 444

SPARK Advisory Partners Limited (Nominated Adviser)
Neil Baldwin T +44 203 368 3554
Mark Brady  T +44 203 368 3551

SI Capital (Broker)
Nick Emerson
T +44 1483 413500

The number of votes lodged by proxy for and against each of the resolutions proposed, and the number of votes withheld was as follows:

Resolution

Votes for

%

Votes against

%

Chairman’s Discretion

%

Votes withheld

Resolution 1 (Ordinary)

To approve the Brewin Nominees Purchase Contracts and to authorise the Company to make off market purchases

 

 

12,221,300

99.89%

 

 

11,022

0.09%

 

 

2,852

0.02%

15,265,359

Resolution 2 (Ordinary)

To approve the Purchase Contract and to authorise the Company to make off market purchases

 

 

27,486,659

99.95%

 

 

11,022

0.04%

 

 

2,852

0.01%

0

Resolution 3 (Special)

To approve cancellation of the AIM Listing for the Ordinary Shares

 

 

27,486,659

99.95%

 

 

11,022

0.04%

 

 

2,852

0.01%

0

Resolution 4 (Special)

To approve the re-registration of the Company as a private limited company and to adopt new articles of association

 

 

27,486,659

99.95%

 

 

11,022

0.04%

 

 

2,852

0.01%

0

 

Shareholders are entitled to one vote per share. Votes withheld are not votes in law and so have not been included in the calculation of the proportion of votes for and against a resolution.

As a result of the approval of the resolutions:

  • the cancellation of the admission to trading of the Ordinary Shares on AIM (the “De-Listing”) will take effect from 8:00 a.m. on 8 October 2019;
  • the buyback (“Buyback”) of 15,265,359 Ordinary Shares in aggregate from Brewin Nominees Limited, BDS Nominees Limited and Giltspur Nominees Limited at 1 pence per Ordinary Share will complete on 3 October 2019;
  • the tender offer, the result of which was announced on 16 September 2019, will complete on 3 October 2019 (the “Tender Offer”);
  • the Current Articles have been replaced by the New Articles; and
  • the re-registration of the Company as a private limited company (the “Re-registration”) is expected to take place by 29 October 2019.

Total Voting Rights

Following completion of the Tender Offer and the Buyback, whereby 15,776,069 shares will be cancelled, the Company’s issued share capital will comprise 98,154,401 Ordinary Shares with voting rights. The figure of 98,154,401 Ordinary Shares may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules.

Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Circular dated 23 August 2019.


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