Business
Notice of GM, Share Buyback and Rule 9 waiver
ME Group International plc has announced a General Meeting on February 26, 2026, to seek shareholder approval for a proposed share buy-back authority allowing the repurchase of up to 37,772,333 ordinary shares, representing 10% of the issued share capital. This initiative requires a Rule 9 waiver from the Panel on Takeovers and Mergers, which has been agreed subject to independent shareholder approval, to permit the buy-back without triggering a mandatory offer from the Concert Party. The company, possessing a strong and expectedly growing cash balance, aims to gain flexibility in utilizing its buy-back authority for the benefit of shareholders. Disclaimer*
About this update from Me Group International Plc
10 February 2026 ME GROUP INTERNATIONAL PLC ("ME Group" or "the Group" or "the Company") Notice of General Meeting, Proposed Share Buy-Back Authority and Rule 9 Waiver ME Group International plc (LON: MEGP), the instant-service vending equipment group, announces that today it has posted a Circular to Shareholders giving Notice of a General Meeting to be held at 10.00 a.m. on 26 February 2026 at the offices of Hudson Sandler LLP, 25 Charterhouse Square, London, EC1M 6AE. Proposed Share Buy-Back Authority and Rule 9 Waiver The Company has historically sought authority and received approval from its shareholders to make market purchases of its own shares, with the most recent authority being granted at the Company's AGM on 25 April 2025, permitting the Company to repurchase up to 37,682,875 Ordinary Shares of 0.5p each ("Ordinary Shares"), equal to 10 per cent of the Company's issued share capital as at 11 March 2025 (being the latest practicable date before publication of the Notice of AGM on 19 March 2025). However, despite this authority having already been granted, the Company has been restricted from using it owing to the Concert Party being interested in more than 30 per cent but less than 50 per cent of the total voting rights of the Company as any increase in any member of the Concert Party's percentage interest in Ordinary Shares (which includes any increase caused by way of a share buy-back) would normally trigger an obligation for an offer to be made by the Concert Party under Rule 9 of the City Code. With a strong cash balance, which the Board believes will increase, the Board has concluded that it wishes to have the flexibility to use its buy-back authority in circumstances that it decides are in the best interests of the Company. Accordingly, the Company has today posted a Circular that sets out the background to, and reasons why the Board believes it to be in the best interests of Shareholders as a whole, for the Company to reapply for authority to make market purchases of up to 37,772,333 of its Ordinary Shares (being 10 per cent of the Company's issued share capital as at the Latest Practicable Date before publication of the Circular), under the same pricing parameters as previously approved (the "Proposed Buy-Back Authority" and the "Repurchase Resolution"). It is the Company's intenti...
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