ZOO DIGITAL GROUP PLC

AGM Information • Jun 25, 2019

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RNS Number : 3614D

7digital Group PLC

25 June 2019

For immediate release

25 June 2019

7digital Group plc

Result of General Meeting and update

Result of the General Meeting

7digital Group plc (AIM: 7DIG) ("7digital" or the "Company") announces that following the General Meeting held earlier today, the Resolutions required to implement the Subscription and the Debt for Equity Swap, which were each held on a poll, were duly passed by the requisite majorities.  In addition, while Resolution 6 was passed, Resolution 7 was not.

The number of proxies received in respect of the Resolutions were as follows:

	Resolution	Total votes for	%	Total votes against	%	Total votes cast	%	Votes withheld
1.	To approve the Rule 9 Panel Waiver	108,938,588	99.99	14,963	0.01	108,953,551	25.96%	7,637
2.	To approve the Sub-Division	108,938,598	99.99	14,723	0.01	108,953,321	25.96%	7,867
3.	To approve the adoption of the New Articles	108,938,425	99.99	14,733	0.01	108,953,158	25.96%	8,030
4.	To authorise the Directors to allot the New Ordinary Shares in connection with the Subscription and the Debt for Equity Swap	108,938,588	99.99	14,963	0.01	108,953,551	25.96%	7,637
5.	To disapply statutory pre-emption rights in relation to the issue of the New Ordinary Shares for cash in connection with the Subscription and the Debt for Equity Swap	108,938,588	99.99	14,963	0.01	108,953,551	25.96%	7,637
6.	To authorise the Directors to allot relevant securities up to an aggregate nominal amount of £300,000	60,699,633	55.71	48,253,688	44.29	108,953,321	25.96%	7,867
7.	To disapply statutory pre-emption rights in relation to the allotment of equity securities for cash up to an aggregate nominal amount of £300,000	60,699,633	55.71	48,253,688	44.29	108,953,321	25.96%	7,867

Notes

1.     Any proxy appointments which gave discretion to the Chairman have been included in the "Total votes for" total.

2.     A "Vote Withheld" is not a valid vote in law and was not counted in the calculation of the proportion of the votes "For" or "Against" a resolution.

The Subscription and the Debt for Equity Swap remain conditional upon Admission which is expected to become effective at 8.00 a.m. on 26 June 2019.

On Admission, the interests of the members of the Concert Party in Ordinary Shares will be:

Concert Party member	Number of Ordinary Shares	Percentage of Enlarged Share Capital (%)
Magic	542,836,219	39.1
SKH	424,048,345	30.6
Total	967,048,345	69.7

Total voting rights

Following Admission, the total number of ordinary shares of 0.01 pence each ("Ordinary Shares") in issue with voting rights will be 1,386,670,834 Ordinary Shares and Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Consequences of Resolution 7 not being passed

As set out in the Circular, the Company currently believe that it still needs to raise Additional Funds of at least £4.5 million by 31 July 2019, failing which it is highly likely that the Company would need to be placed into administration.  The failure of the Resolution numbered 7 to be passed by Shareholders at the General Meeting therefore creates greater execution risk for any subsequent equity raise (a "Follow-on Financing") by the Company since further shareholder approval would be required in order to implement this.  Clearly, the Directors are extremely disappointed with this unsatisfactory outcome and therefore intend to engage with the relevant Shareholders, where possible, with a view to securing their support for a Follow-on Financing.

Board changes

As set out in the Circular (as defined below), each of Don Cruickshank and Eric Cohen will step down as directors of the Company with effect from Admission.

The Company has now agreed that at the request of the Proposed Directors, Tamir Koch and David Lazarus, they will now be appointed to the Board following the publication of the Company's annual accounts for the year ended 31 December 2018 and not on Admission as stated in the Circular.  Accordingly, until such time, Mark Foster has agreed to act as interim Chairman of the Company.

Definitions

Capitalised terms used but not otherwise defined in this announcement shall have the same meanings given to them in the Company's circular to Shareholders published on 7 June 2019 (the "Circular").

Enquiries:

7digital	020 7099 7777
John Aalbers, CEO
Julia Hubbard, CFO Holly Ashmore, PR Manager
Arden Partners (nominated adviser and broker)	020 7614 5900
Ruari McGirr/Tom Price/ Benjamin Cryer - Corporate Finance
Fraser Marshall - Equity Sales

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