CHECKIT PLC

Declaration of Voting Results & Voting Rights Announcements • Mar 19, 2025

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RNS Number : 3288B

Checkit PLC

19 March 2025

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION (EACH BEING THE "RESTRICTED JURISDICTIONS") WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

19 MARCH 2025

CHECKIT PLC

​RESULT OF GENERAL MEETING, LAPSE OF OFFER

Checkit (AIM: CKT), the automated monitoring platform for operational leaders, announces that at the General Meeting held at 10.00 a.m. today, the resolution to approve the allotment of the New Ordinary Shares in connection with the recommended all-share merger (the "Merger") of Checkit and Crimson Tide was passed by the requisite majority of Checkit Shareholders.

The Board also notes the announcement by Crimson Tide today that, at the Crimson Tide Court Meeting, the requisite majority of Crimson Tide Scheme Shareholders did not vote in favour of the resolution to approve the Scheme.

Lapse of the Offer

As a result of votes cast at the Crimson Tide Court Meeting, the Board notes that the Merger has not satisfied the conditions as outlined in the Scheme Document and, as such, the Merger has now lapsed.

Checkit is now subject to the restrictions set out in Rule 35.1 of the Code and is prohibited from, amongst other things, making any offer for Crimson Tide for a period of 12 months from the date of this announcement except if these restrictions are set aside with the consent of the Panel in the circumstances set out in Note 1 to Rule 35.1.

Voting Results at the General Meeting

At the General Meeting, the ordinary resolution to approve the allotment of the New Ordinary Shares in connection with the Merger was duly passed on a poll vote. The results are detailed as follows:

Resolution		Votes For (Including Chairman's discretionary votes)		Votes Against		Total Votes Cast (excluding votes withheld)		Votes withheld¹
		No. of Ordinary Shares	% of Ordinary Shares voted	No. of Ordinary Shares	% of Ordinary Shares voted	No. of Ordinary Shares	% of issued share capital²	No. of Ordinary Shares
1	To approve the allotment of the New Ordinary Shares in connection with the Merger	45,926,871	99.80	93,799	0.20	46,020,670	42.61	23,506,526

*All percentages rounded to two decimal places.

¹ A vote withheld is not a vote in law.

² As at 6.00 p.m. on 17 March 2025 (being the time at which Checkit Shareholders must be registered on the register of members of Checkit to be entitled to attend, speak and vote at the General meeting), the total number of issued Ordinary Shares in Checkit was 108,008,562 carrying one vote each on a poll. Therefore, the total number of votes exercisable at the General meeting was 108,008,562.

Full details and the text of the resolution, together with explanatory notes, are set out in the notice of General Meeting contained in the circular which was published on 20 February 2025 (the "Circular"). The Circular is available on the Checkit website: https://info.checkit.net/recommended-crimson-tide-plc-documents-merger .

Full details of the resolution that was proposed at the Crimson Tide Court Meeting is set out in the notice of that meeting contained in the Scheme Document.

Capitalised terms used but not defined in this announcement have the same meaning as set out in the Circular.

Enquiries:

Checkit plc		+44 (0) 1223 643313
www.Checkit.net
Kit Kyte (Chief Executive Officer)
Kris Shaw (Chief Financial Officer)
Singer Capital Markets (Financial Adviser, Nominated Adviser & Broker to Checkit)		+44 (0) 20 7496 3000
Shaun Dobson / Peter Steel / James Fischer
Yellowstone Advisory (Investor Relations)		+44 (0) 203 951 8907
Alex Schlich		alex@yellowstoneadvisory.com

Important notices

Singer Capital Markets Advisory LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Financial Adviser, Nominated Adviser and Broker exclusively for Checkit and no-one else in connection with the matters set out in this Announcement and will not regard any other person as their client in relation to such matters and will not be responsible to anyone other than Checkit for providing the protections afforded to clients of Singer Capital Markets nor for providing advice in relation to the Merger or any matter referred to in this Announcement. 

This Announcement is for information purposes only. It does not constitute an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue, any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this Announcement or otherwise in any Restricted Jurisdiction in which such offer or solicitation is unlawful. This Announcement does not comprise a prospectus or a prospectus exempted document.

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