TIDMBSFA
RNS Number : 6213L
BSF Enterprise PLC
16 May 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY
JURISDICTION.
16 May 2022
BSF Enterprise plc
("BSF" or the "Company")
Results of General Meeting
Allotment of shares
BSF Enterprise plc (LSE: BSFA), the investment company
established to acquire businesses focused on early-stage
opportunities in the biotechnology, innovative marketing and
e-commerce sectors, is pleased to announce that at the Company's
General Meeting held earlier today, all resolutions proposed were
duly passed by shareholders by way of a poll.
Full details of the voting at the General Meeting are set out in
the table below.
Allotment of Shares
The Company also confirms that it has today allotted the
33,900,004 Consideration Shares, the 23,744,912 Placing Shares, and
7,798,491 Restricted Shares (together, "New Ordinary Shares"),
conditionally on the re-admission of the Existing Ordinary Shares
and the admission of the New Ordinary Shares to the Official List
by way of a Standard Listing and to trading on the London Stock
Exchange's Main Market for listed securities ("Admission"). The
Consideration Shares and the Placing Shares have been allotted at
the issue price of 7.37 pence per share and the Restricted Shares
have been allotted at 1 penny per share.
Applications have been made to the FCA and to the London Stock
Exchange for the re-admission of the Existing Ordinary Shares and
for admission of the New Ordinary Shares to the Official List by
way of a Standard Listing and to trading on the London Stock
Exchange's Main Market for listed securities.
It is expected that Admission will become effective at or around
8.00 a.m. on 17 May 2022 and that dealings in the New Ordinary
Shares will commence at that time and that trading in the Existing
Ordinary Shares will resume at that time.
The New Ordinary Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the Existing
Ordinary Shares of the Company and will on issue be free of all
claims, liens, charges, encumbrances and equities.
The Company confirms that with effect from Admission, the
Company's issued share capital will comprise 85,783,409 ordinary
shares of GBP0.01 each, with each share carrying the right to one
vote. The Company does not hold any ordinary shares in
treasury.
The above figure of 85,783,409 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 of a change to
their interest in the Company under the FCA's Disclosure and
Transparency Rules.
The resolutions were put to shareholders via a poll, the results
of which were as follows:
Poll Results
Resolution For Against Abstain Discretionary Total
------------ --------- --------- ---------------- ------------
1* Shares 3,257,000 - - - 3,257,000
--------- ------------ --------- --------- ---------------- ------------
% 100 - - - 100
--------- ------------ --------- --------- ---------------- ------------
2 Shares 18,337,002 - - - 18,337,002
--------- ------------ --------- --------- ---------------- ------------
% 100 - - - 100
--------- ------------ --------- --------- ---------------- ------------
3 Shares 18,337,002 - - - 18,337,002
--------- ------------ --------- --------- ---------------- ------------
% 100 - - - 100
--------- ------------ --------- --------- ---------------- ------------
4 Shares 18,337,002 - - - 18,337,002
--------- ------------ --------- --------- ---------------- ------------
% 100 - - - 100
--------- ------------ --------- --------- ---------------- ------------
5 Shares 18,337,002 - - - 18,337,002
--------- ------------ --------- --------- ---------------- ------------
% 100 - - - 100
--------- ------------ --------- --------- ---------------- ------------
6 Shares 18,337,002 - - - 18,337,002
--------- ------------ --------- --------- ---------------- ------------
% 100 - - - 100
--------- ------------ --------- --------- ---------------- ------------
* Results for resolution 1 based on votes of independent shareholders
only.
The total number of ordinary shares in issue on 16 May 2022 was
20,340,002 shares. 90.15% of voting capital was instructed in
respect of the resolutions put to the General Meeting.
The full text of the resolutions can be found in the Circular
and Notice of General Meeting dated 27 April 2022, which is
available on the Company's website at:
https://www.bsfenterprise.com/investors
In accordance with the UK Listing Authority's Listing Rule
9.6.2, copies of all the resolutions passed by the Company's
shareholders, other than ordinary business will be submitted to the
National Storage Mechanism and will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as defined in the
Circular.
Further announcements will be made in due course, as
appropriate.
Enquiries:
BSF Enterprise plc
Geoff Baker Tel: +44 (0) 208 194 9201
Shard Capital Partners LLP
Damon Heath Tel: +44 207 186 9952
For further information, please visit www.bsfenterprise.com.
LEI: 2138007PJT69H8FYLC06
This announcement contains inside information for the purposes
of Article 7 of the UK version of Market Regulation (EU) No
596/2014 on Market Abuse as it forms part of UK domestic law by
virtue of the
European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via Regulatory Information
Service, this inside information is now considered to be in the
public domain.
DISCLAIMER
Shard Capital Partners LLP ("Shard Capital"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority (FRN: 538762), is acting as broker to the Company
in relation to the Placing. Persons receiving this announcement
should note that Shard Capital will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for advising any other person on the arrangements
described in this announcement. Shard Capital has not authorised
the contents of, or any part of, this announcement and no liability
whatsoever is accepted by it for the accuracy of any information or
opinion contained in this announcement or for the omission of any
information.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
beliefs or current expectations concerning, amongst other things,
the amount of capital which will be returned by the Company and the
taxation of such amounts in the hands of Shareholders. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors
should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
The information given in this announcement and the
forward-looking statements speak only as at the date of this
announcement. The Company, Shard Capital and their respective
affiliates expressly disclaim any obligation or undertaking to
update, review or revise any forward-looking statement contained in
this announcement to reflect actual results or any change in the
assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, the Listing Rules, the Prospectus
Regulation Rules or other applicable laws, regulations or
rules.
The Existing Ordinary Shares and the New Ordinary Shares have
not, nor will they be, registered under the US Securities Act of
1933, as amended (the "US Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States or under the applicable securities laws of Australia,
Canada, Japan or the Republic of South Africa. The Existing
Ordinary Shares and the New Ordinary Shares to be issued by the
Company may not be offered or sold directly or indirectly in or
into the United States unless registered under the US Securities
Act or offered in a transaction exempt from or not subject to the
registration requirements of the US Securities Act or subject to
certain exceptions, into Australia, Canada, Japan or the Republic
of South Africa or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, Japan or the
Republic of South Africa. The Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as
amended.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The value of shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than
you originally invested. All of the value of an investor's
investment in the Company will be at risk. Past performance is not
a guide to future performance and the information in this circular
or any documents relating to the matters described in it cannot be
relied upon as a guide to future performance. Persons needing
advice should contact a professional adviser.
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END
ROMFIFSAEIIRLIF
(END) Dow Jones Newswires
May 16, 2022 05:46 ET (09:46 GMT)
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