TIDMSFOR
RNS Number : 0782B
S4 Capital PLC
07 June 2021
7 June 2021
S(4) Capital plc
(" S(4) Capital" or "the Company")
Results of Annual General Meeting
S (4) Capital 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 Against % of Votes Withheld
votes votes cast
cast cast as a
% of
Issued
Share
Capital
To receive the
Annual Report
and Accounts
for the year
ended 31 December
1. 2020 300,251,043 99.84 1,183 0.00 54.95% 489,492
------------------------- ------------ ------- ----------- ------- --------- -----------
To approve the
Directors' Remuneration
2. Report 287,243,672 95.51 3,107,176 1.03 54.95% 10,390,870
------------------------- ------------ ------- ----------- ------- --------- -----------
To approve the
Employee Stock
3. Purchase Plan 300,494,146 99.92 226,244 0.08 54.95% 21,328
------------------------- ------------ ------- ----------- ------- --------- -----------
To re-elect
Sir Martin Sorrell
4. as a Director 260,009,021 86.46 13,572,583 4.51 54.95% 27,160,114
------------------------- ------------ ------- ----------- ------- --------- -----------
To re-elect
Victor Knaap
5. as a Director 299,675,686 99.65 1,038,556 0.35 54.95% 27,476
------------------------- ------------ ------- ----------- ------- --------- -----------
To re-elect
Wesley ter Haar
6. as a Director 299,675,611 99.65 1,038,556 0.35 54.95% 27,551
------------------------- ------------ ------- ----------- ------- --------- -----------
To re-elect
Peter Kim as
7. a Director 299,675,686 99.65 1,038,556 0.35 54.95% 27,476
------------------------- ------------ ------- ----------- ------- --------- -----------
To re-elect
Christopher
S. Martin as
8. a Director 299,675,611 99.65 1,038,556 0.35 54.95% 27,551
------------------------- ------------ ------- ----------- ------- --------- -----------
To re-elect
Peter Rademaker
9. as a Director 297,461,720 98.91 3,252,447 1.08 54.95% 27,551
------------------------- ------------ ------- ----------- ------- --------- -----------
To re-elect
Paul Roy as
10. a Director 297,595,684 98.95 3,118,558 1.04 54.95% 27,476
------------------------- ------------ ------- ----------- ------- --------- -----------
To re-elect
Rupert Faure
Walker as a
11. Director 300,441,920 99.90 272,247 0.09 54.95% 27,551
------------------------- ------------ ------- ----------- ------- --------- -----------
To re-elect
Susan Prevezer
12. as a Director 300,442,195 99.90 272,047 0.09 54.95% 27,476
------------------------- ------------ ------- ----------- ------- --------- -----------
To re-elect
Daniel Pinto
13. as a Director 296,734,180 98.67 3,979,987 1.32 54.95% 27,551
------------------------- ------------ ------- ----------- ------- --------- -----------
To re-elect
Scott Spirit
14. as a Director 299,675,611 99.65 1,038,556 0.35 54.95% 27,551
------------------------- ------------ ------- ----------- ------- --------- -----------
To re-elect
Elizabeth Buchanan
15. as a Director 300,442,195 99.90 272,047 0.09 54.95% 27,476
------------------------- ------------ ------- ----------- ------- --------- -----------
To re-elect
Margaret Ma
Connolly as
16. a Director 300,442,195 99.90 272,047 0.09 54.95% 27,476
------------------------- ------------ ------- ----------- ------- --------- -----------
To re-elect
Naoko Okumoto
17. as a Director 300,442,120 99.90 272,047 0.09 54.95% 27,551
------------------------- ------------ ------- ----------- ------- --------- -----------
To elect Peter
Miles Young
18. as a Director 300,442,120 99.90 272,047 0.09 54.95% 27,551
------------------------- ------------ ------- ----------- ------- --------- -----------
To re-appoint
PricewaterhouseCoopers
19. LLP as auditors 300,711,029 99.99 14,263 0.00 54.95% 16,426
------------------------- ------------ ------- ----------- ------- --------- -----------
To authorise
the Directors
to fix the remuneration
20. of the auditors 300,723,421 99.99 1,471 0.00 54.95% 16,826
------------------------- ------------ ------- ----------- ------- --------- -----------
To authorise
the Directors
generally to
allot ordinary
21. shares 290,085,710 96.46 9,288,532 3.09 54.95% 1,367,476
------------------------- ------------ ------- ----------- ------- --------- -----------
To authorise
the disapplication
of pre-emption
22. rights generally 300,697,884 99.99 27,533 0.01 54.95% 16,301
------------------------- ------------ ------- ----------- ------- --------- -----------
To authorise
the disapplication
of pre-emption
rights in connection
with a specified
acquisition
23. or capital investment 300,718,805 99.99 6,362 0.00 54.95% 16,551
------------------------- ------------ ------- ----------- ------- --------- -----------
To authorise
the disapplication
of pre-emption
rights to facilitate
pro-rata offers
to overseas
24. shareowners 295,600,372 98.29 3,773,870 1.25 54.95% 1,367,476
------------------------- ------------ ------- ----------- ------- --------- -----------
To authorise
the Company
to purchase
25. its own shares 300,527,050 99.93 18,846 0.01 54.95% 195,822
------------------------- ------------ ------- ----------- ------- --------- -----------
To enable the
Company to call
general meetings,
other than an
Annual General
Meeting, on
26. reduced notice 290,025,268 96.44 10,700,224 3.56 54.95% 16,226
------------------------- ------------ ------- ----------- ------- --------- -----------
To adopt new
articles of
27. 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.
S(4) Capital plc
Sir Martin Sorrell, Executive Chairman Tel: +44 (0)20 3793 0003
Powerscourt (PR adviser to S(4) Capital plc ) Tel: +44 (0)7970 246 725
Elly Williamson
Jack Shelley
About S (4) Capital
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 GBP116 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 GBP3 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 GBP1
million "shell" company in 1985 into the world's largest
advertising and marketing services company with a market
capitalisation of over GBP16 billion on the day he left. Today its
market capitalisation is GBP12.2 billion. Prior to that Sir Martin
was Group Financial Director of Saatchi & Saatchi Company Plc
for nine years.
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