Source - LSE Regulatory
RNS Number : 0782B
S4 Capital PLC
07 June 2021
 

7 June 2021

S4 Capital plc

("S4Capital" or "the Company")

Results of Annual General Meeting

S4Capital plc (SFOR.L), the tech-led, new age, new era, digital advertising and marketing services company, announces that at the Company's Annual General Meeting held earlier today, the resolutions proposed were duly passed by way of a poll and without amendment.

 

The total number of votes received on each resolution is as follows:

 


Resolution

For

% of votes cast

Against

% of votes cast

Votes cast as a % of Issued Share Capital

Withheld

1.    

To receive the Annual Report and Accounts for the year ended 31 December 2020

300,251,043

99.84

1,183

0.00

54.95%

489,492

2.    

To approve the Directors' Remuneration Report

287,243,672

95.51

3,107,176

1.03

54.95%

10,390,870

3.    

To approve the Employee Stock Purchase Plan

300,494,146

99.92

226,244

0.08

54.95%

21,328

4.    

To re-elect Sir Martin Sorrell as a Director

260,009,021

86.46

13,572,583

4.51

54.95%

27,160,114

5.    

To re-elect Victor Knaap as a Director

299,675,686

99.65

1,038,556

0.35

54.95%

27,476

6.    

To re-elect Wesley ter Haar as a Director

299,675,611

99.65

1,038,556

0.35

54.95%

27,551

7.    

To re-elect Peter Kim as a Director

299,675,686

99.65

1,038,556

0.35

54.95%

27,476

8.    

To re-elect Christopher S. Martin as a Director

299,675,611

99.65

1,038,556

0.35

54.95%

27,551

9.    

To re-elect Peter Rademaker as a Director

297,461,720

98.91

3,252,447

1.08

54.95%

27,551

10.

To re-elect Paul Roy as a Director

297,595,684

98.95

3,118,558

1.04

54.95%

27,476

11.

To re-elect Rupert Faure Walker as a Director

300,441,920

99.90

272,247

0.09

54.95%

27,551

12.

To re-elect Susan Prevezer as a Director

300,442,195

99.90

272,047

0.09

54.95%

27,476

13.

To re-elect Daniel Pinto as a Director

296,734,180

98.67

3,979,987

1.32

54.95%

27,551

14.

To re-elect Scott Spirit as a Director

299,675,611

99.65

1,038,556

0.35

54.95%

27,551

15.

To re-elect Elizabeth Buchanan as a Director

300,442,195

99.90

272,047

0.09

54.95%

27,476

16.

To re-elect Margaret Ma Connolly as a Director

300,442,195

99.90

272,047

0.09

54.95%

27,476

17.

To re-elect Naoko Okumoto as a Director

300,442,120

99.90

272,047

0.09

54.95%

27,551

18.

To elect Peter Miles Young as a Director

300,442,120

99.90

272,047

0.09

54.95%

27,551

19.

To re-appoint PricewaterhouseCoopers LLP as auditors

300,711,029

99.99

14,263

0.00

54.95%

16,426

20.

To authorise the Directors to fix the remuneration of the auditors

300,723,421

99.99

1,471

0.00

54.95%

16,826

21.

To authorise the Directors generally to allot ordinary shares

290,085,710

96.46

9,288,532

3.09

54.95%

1,367,476

22.

To authorise the disapplication of pre-emption rights generally

300,697,884

99.99

27,533

0.01

54.95%

16,301

23.

To authorise the disapplication of pre-emption rights in connection with a specified acquisition or capital investment

300,718,805

99.99

6,362

0.00

54.95%

16,551

24.

To authorise the disapplication of pre-emption rights to facilitate pro-rata offers to overseas shareowners

295,600,372

98.29

3,773,870

1.25

54.95%

1,367,476

25.

To authorise the Company to purchase its own shares

300,527,050

99.93

18,846

0.01

54.95%

195,822

26.

To enable the Company to call general meetings, other than an Annual General Meeting, on reduced notice

290,025,268

96.44

10,700,224

3.56

54.95%

16,226

27.

To adopt new articles of association

300,718,840

99.99

1,183

0.00

54.95%

21,695

 

Notes:

(i)               Votes 'For' include those votes giving the chairman of the meeting discretion.

(ii)              The number of ordinary shares in issue on 7 June 2021 was 548,408,712.  Ordinary shareowners are entitled to one vote per share. 

(iii)             A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

Full details of the resolutions are set out in the Notice of Annual General Meeting dated 10 May 2021 (which is available on the Company's website at https://www.s4capital.com/investors).

Resolutions 1 to 21 were ordinary resolutions, requiring more than 50 per cent. of shareowners' votes to be cast in favour of the resolutions. Resolutions 22 to 27 were special resolutions, requiring at least 75 per cent. of shareowners' votes to be cast in favour of the resolutions.

 

S4Capital plc                                                      

Sir Martin Sorrell, Executive Chairman                                    Tel: +44 (0)20 3793 0003

 

Powerscourt (PR adviser to S4Capital plc)                             Tel: +44 (0)7970 246 725

Elly Williamson

Jack Shelley

 

About S4Capital

 

S4Capital plc (SFOR.L) is the tech-led, new age/new era digital advertising and marketing services company, established by Sir Martin Sorrell in May 2018.

 

Its strategy is to build a purely digital advertising and marketing services business for global, multinational, regional, local clients and millennial-driven influencer brands. This will be achieved initially by integrating leading businesses in two practice areas: Data & digital media and Content, along with an emphasis on "faster, better, cheaper" executions in an always-on consumer-led environment, with a unitary structure.

 

Digital is by far the fastest-growing segment of the advertising market. S4Capital estimates that in 2020 digital accounted for over 50% (for the first time) or $290 billion of total global advertising spend of $525 billion (excluding over $500 billion of trade promotion marketing, the primary target of the Amazon advertising platform), and projects that by 2022 this share will grow to approximately 60% and by 2024 to approximately 66%, accelerated by the impact of covid-19.

S4Capital combined with MediaMonks, the leading AdAge A-listed creative digital content production company led by Victor Knaap and Wesley ter Haar, in July 2018 and with MightyHive, the market-leading digital media solutions provider for future thinking marketers and agencies, led by Peter Kim and Christopher S. Martin, in December 2018.

 

In April 2019, MightyHive combined with ProgMedia to expand operations into Latin America and MediaMonks acquired film studio Caramel Pictures to expand content studio capabilities. In June 2019, MediaMonks announced a planned combination with Australia-based BizTech, a leading marketing transformation and customer experience company. In August 2019, MediaMonks combined with Amsterdam-based digital influencer marketing agency IMA. In October 2019, MediaMonks combined with Firewood Marketing, the largest digital marketing agency based in Silicon Valley, that was recently ranked, along with MediaMonks and Circus (see below), as one of the fastest growing agencies by Adweek, and MightyHive combined with award-winning UK-based digital analytics, biddable media and data science company ConversionWorks and South Korea-based data and analytics consultancy MightyHive Korea. In November 2019, MediaMonks announced its combination with Delhi-based content creation and production company WhiteBalance (completed in August 2020 - the delay due to necessary merger clearance procedures) and then with fully integrated digital agency Circus Marketing in January 2020 (completed in March 2020).

 

In May 2020, MightyHive announced a combination with Digodat, one of the leading Latin American data and analytics consultancies, and in June 2020, MightyHive announced its combination with Lens10, a leading Australian digital strategy and analytics consultancy. In July 2020, MightyHive announced a combination with Orca Pacific, a market leading full-service Amazon agency and boutique consultancy firm based in Seattle. In August 2020, MightyHive announced a combination with London-based Brightblue, an econometric and media optimisation consultancy. In September 2020, MediaMonks announced its combination with Dare.Win, expanding its geographical presence to France. In January 2021, MediaMonks announced its combination with integrated creative, technology and media agency Decoded Advertising, Shanghai based creative agency TOMORROW and Stuttgart based automotive specialist STAUD STUDIOS. MightyHive also announced its combination with integrated digital performance marketing agency Metric Theory. In February 2021, MightyHive acquired the assets of Datalicious, a leading Google Marketing Platform, Google Cloud and Google Analytics partner in Asia Pacific. In March 2021, MediaMonks announced it had entered into a conditional agreement in relation to a combination of MediaMonks with Toronto-based design and experience agency, Jam3.

 

On 16 July 2020, S4Capital announced the successful placing of 36,766,642 new ordinary shares at a price of 315p raising approximately £116 million gross proceeds which will be used for further expansion and combination purposes.

 

Victor Knaap, Wesley ter Haar, Pete Kim, Christopher Martin, Peter Rademaker and Scott Spirit all joined the S4Capital Board as Directors. The S4Capital Board also includes Rupert Faure Walker, Paul Roy, Daniel Pinto, Sue Prevezer, Elizabeth Buchanan, Naoko Okumoto, Margaret Ma Connolly and Miles Young.

The Company now has over 4,400 people in 31 countries across the Americas, Europe, the Middle East and Africa and Asia-Pacific and a current market capitalisation of over £3 billion (c.$4.8 billion), and would rank around the FTSE 150. It achieved Unicorn status in a little over one year, unique in the advertising and marketing services industry.

 

Sir Martin was CEO of WPP for 33 years, building it from a £1 million "shell" company in 1985 into the world's largest advertising and marketing services company with a market capitalisation of over £16 billion on the day he left. Today its market capitalisation is £12.2 billion. Prior to that Sir Martin was Group Financial Director of Saatchi & Saatchi Company Plc for nine years.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
RAGZZGGVKNNGMZM
Find out how to deal online from £1.50 in a SIPP, ISA or Dealing account.