Plexure Special Meeting 2021 Results of Voting

24/9/2021, 4:57 pm MEETING
24 September 2021

Plexure Shareholders Overwhelmingly Approve TASK Acquisition

Shareholders in Plexure Group Limited (NZX/ASX:PX1) (Plexure) have overwhelmingly voted in favour of Plexure’s acquisition of TASK Retail Pty Limited and its global subsidiaries (TASK) (the Acquisition) at a special meeting of Plexure shareholders held on Friday, 24 September 2021.

Plexure shareholders representing 41.76% of Plexure’s total shares on issue voted, with voting conducted by a poll. The final results of voting are set out below.

The A$120 million deal, intends to propel both businesses into a phase of global growth and follows the global M&A trend of creating end-to-end platforms from the complementary capabilities of two businesses. Effectively creating a leading end-to-end enterprise hospitality and retail platform that spans from operations to customer engagement.

The overwhelming shareholder support for the acquisition demonstrated their confidence in the Company’s future growth strategy, where M&A was initially highlighted as a key focus area in the business’ capital raise last November.
The final steps in the Acquisition process will now be undertaken by Plexure and TASK with the aim of completing the Acquisition on Friday, 1 October 2021.

Resolution 1: That, for the purposes of NZX Listing Rule 5.1.1 and section 129 of the Companies Act, the shareholders approve the entry into and execution, and the performance, by the Company of the Merger Agreement for the purchase of all of the shares in TASK for a total purchase price of A$120 million, to be satisfied by way of A$30 million in cash payable on completion and A$90 million in shares of the Company to be issued on completion (or subsequent to completion, as applicable), and to authorise the directors of the Company to take all actions, do all things and execute all documents and agreements necessary or considered by them to be necessary or expedient to give effect to the Proposed Transaction.

FOR: 72,600,555 votes (99.65% of votes cast)

Resolution 2: That, for the purposes of rule 7(d) of the Takeovers Code and NZX Listing Rule 4.1.1, the Company may issue 137,141,858 fully paid ordinary shares in the Company at a price of NZ$0.60 per share to the Sellers and Latimer Partners in the proportions set out in the Merger Agreement, and to authorise the directors of the Company to take all actions, do all things and execute all documents and agreements necessary or considered by them to be necessary or expedient to issue such shares which, when issued, will rank pari passu (equally) with all existing ordinary shares of the Company.

FOR: 72,138,053 votes (99.62% of votes cast)

Resolution 3: That, for the purpose of rule 7(d) of the Takeovers Code and NZX Listing Rule 4.1.1, the Company may issue 20,090,846 Deferred Share Rights (with the terms set out in the TASK LTI Scheme) on Completion, which are exercisable on vesting into fully paid ordinary shares in the Company, to contractors and employees of the TASK Group, and to authorise the directors of the Company to take all actions, do all things and execute all documents and agreements necessary or considered by them to be necessary or expedient to issue Deferred Share Rights which, when vested and exercised, will allow shares to be issued that will rank pari passu (equally) with all existing ordinary shares of the Company.

FOR: 71,756,131 votes (99.18% of votes cast)

Resolution 4: That, for the purposes of NZX Listing Rule 4.1.1, the Company may issue up to 40 million fully paid ordinary shares in the Company at a price of NZ$0.52/AU$0.50 per share pursuant to applications under the Capital Raising, being 30 million shares placed to certain institutional/sophisticated/professional investors in Australia and New Zealand (the “Institutional Placement”) and 10 million shares placed to participating existing Shareholders resident in New Zealand who did not also participate in the Institutional Placement, and to authorise the directors of the Company to take all actions, do all things and execute all documents and agreements necessary or considered by them to be necessary or expedient to issue such shares which, when issued, will rank pari passu (equally) with all existing ordinary shares of the Company.

FOR: 34,652,030 votes (98.83% of votes cast)

ENDS

PLEXURE GROUP LIMITED

For more information, please contact:

André Gaylard
Chief Financial Officer
Mobile: +64 21 288 3355
Email: [email protected]

Downloads
PX1 Special Meeting 2021 Results of Voting