20 October 2026
Satsuma Technology Plc
(“Satsuma” or the “Company”)
Result of Annual General Meeting and Cancellation of Listing
Result of Annual General Meeting
Satsuma Technology Plc (LSE: SATS), the UK Main Market listed company, announces the results of its Annual General Meeting (“AGM”) held earlier today.
Resolutions 1 and 3 to 11 set out in the Company’s Notice of Annual General Meeting dated 25 September 2026 (the “Notice”) were duly passed on a poll. Resolution 2, an advisory resolution to approve the directors’ remuneration report, was not passed. As Resolution 2 was an advisory vote, its outcome does not affect any director’s entitlement to remuneration. The results of the poll were as follows:
|
FOR |
AGAINST |
FOR % |
AGAINST % |
WITHHELD |
|
|
Ordinary Resolution 1: To receive the annual report and accounts for the period ended 28 February 2026 |
2,960,102,124 |
3,027,155 |
99.90 |
0.10 |
87,581 |
|
Ordinary Resolution 2: To approve the directors' remuneration report |
223,830,280 |
2,739,245,866 |
7.55 |
92.45 |
140,714 |
|
Ordinary Resolution 3: To reappoint PKF Littlejohn LLP as auditors |
2,958,000,959 |
33,637 |
99.99 |
0.01 |
5,182,264 |
|
Ordinary Resolution 4: To authorise the directors to fix the auditors' remuneration |
2,956,347,243 |
6,781,876 |
99.77 |
0.23 |
87,741 |
|
Ordinary Resolution 5: To reappoint Nicholas Lee as a director |
2,956,286,117 |
6,800,086 |
99.77 |
0.23 |
130,657 |
|
Ordinary Resolution 6: To reappoint Patrick Dean as a director |
2,956,283,595 |
6,802,608 |
99.77 |
0.23 |
130,657 |
|
Ordinary Resolution 7: Directors' authority to allot shares |
2,896,011,853 |
67,079,040 |
97.74 |
2.26 |
125,967 |
|
Special Resolution 8: Disapplication of pre-emption rights |
2,894,432,187 |
67,081,944 |
97.73 |
2.27 |
1,702,729 |
|
Special Resolution 9: Capital reorganisation |
2,956,370,645 |
5,181,872 |
99.83 |
0.17 |
1,664,343 |
|
Special Resolution 10: Notice of general meetings |
2,901,158,289 |
61,970,990 |
97.91 |
2.09 |
87,581 |
|
Special Resolution 11: Amendment of articles |
2,894,431,089 |
67,121,268 |
97.73 |
2.27 |
1,664,503 |
Notes:
As at 6.30 p.m. on 16 October 2026, being the time for determining entitlement to vote at the AGM, the Company’s issued share capital comprised 11,235,874,700 Ordinary Shares of £0.001 each, each carrying one vote. No shares are held in treasury. The total votes cast represented approximately 26.37 per cent. of the issued share capital.
Board Changes
As previously announced, Ranald McGregor-Smith, Clive Carver and Jonathan Jachym did not stand for re-election and stepped down from the Board at the conclusion of the AGM. The Board thanks them for their contribution to the Company.
The Board now comprises Patrick Dean and Nicholas Lee.
Capital Reorganisation
Following the passing of Resolution 9 and the issue of 100 Ordinary Shares at par, with effect from the Record Time of 6.00 p.m. on 20 October 2026:
- every 200 Existing Ordinary Shares will be consolidated into one Consolidated Share; and
- each Consolidated Share will then be sub-divided into one New Ordinary Share of £0.001 and one Deferred Share of £0.199.
Following the capital reorganisation, the Company will have 56,179,374 New Ordinary Shares in issue.
Fractional entitlements arising at the Record Time will be aggregated and sold, with the net proceeds paid to the relevant Shareholders where they exceed £5.00. Proceeds of £5.00 or less will be retained for the benefit of the Company. Shareholders who held fewer than 200 Existing Ordinary Shares at the Record Time will not receive any New Ordinary Shares.
Shareholders who held Existing Ordinary Shares in uncertificated form at the Record Time are expected to have their CREST accounts credited with New Ordinary Shares as soon as possible after 8.00 a.m. on 21 October 2026. Definitive share certificates for New Ordinary Shares held in certificated form are expected to be dispatched by post no later than 3 November 2026 and will replace existing share certificates.
Cancellation of Listing and Trading
At the General Meeting held on 20 July 2026, Shareholders approved the return of substantially all of the Company's capital and, as an inter-conditional resolution, the cancellation of the listing of the Company's ordinary shares on the Equity Shares (Commercial Companies) category of the Official List of the FCA and of their admission to trading on the Main Market of the London Stock Exchange (the "Delisting").
In the circular dated 24 June 2026, the Company stated that the Directors intended to seek admission of the Company's ordinary shares to trading on an alternative stock exchange and, if that was not possible, to establish a matched bargain trading facility. On 14 September 2026, the Company announced that the Delisting would be deferred until after the AGM so that options for a simultaneous admission to an alternative trading venue could be explored. The Board has since reviewed the options available to the Company for a simultaneous admission to an alternative trading venue or a matched bargain trading facility and has concluded that it is not in the best interests of the Company and its Shareholders as a whole to proceed with such options at this time.
The Board will continue to seek to undertake an acquisition or merger, or series of acquisitions or mergers, or to finance and/or invest in securities or businesses and will, alongside this, keep options for admission to a trading venue under review and will update Shareholders when appropriate. Accordingly, the Delisting will take effect from 8:00 a.m. on 21 October 2026. Following the Delisting, there will be no public market or trading facility of any kind for the New Ordinary Shares.
Shareholders should be aware that, following the Delisting:
- the New Ordinary Shares will remain transferable, although the Company’s CREST facility may be cancelled in the future, in which case Shareholders will receive share certificates and will be notified in advance;
- the UK Listing Rules, the Disclosure Guidance and Transparency Rules and the UK Market Abuse Regulation will no longer apply to the Company, and Shareholders will no longer have the protections those rules provide;
- the Takeover Code will continue to apply to the Company for two years after the Delisting and will then cease to apply;
- the New Ordinary Shares will cease to be eligible to be held in an ISA, and ISA managers will need to sell them or transfer them out of the ISA within 30 calendar days of the Delisting; and
- the Delisting may have tax consequences for Shareholders.
Shareholders who are in any doubt about their position should consult their own independent professional advisers.
General
Capitalised terms used in this announcement have the meanings given to them in the Notice, unless the context requires otherwise.
ENDS
Enquiries
Satsuma Technology Plc IR@satsuma.digital
Website: www.satsuma.digital
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