Delston to Issue 5,676,780 Shares in Exchange for £794,750 Debt Waiver
Key Facts
Delston Group’s annual general meeting approved the issue of 5,676,780 shares at a conversion price of 14 pence per share, in exchange for the waiver of £794,750 in debt. Shareholders also approved the company’s shift to a serial acquisition strategy. The group said in a regulatory announcement via the Investegate platform that the vote made the loan conversion agreement an unconditional obligation. A total of 24,468,265 votes were cast, equivalent to about 69.08% of the issued share capital of 35,418,021 shares at the time the vote was recorded. The conversion reduces balance-sheet debt by the amount specified in the announcement, while the new shares increase the number of shares outstanding. Chief Executive Gareth Hawkins said shareholders had given management a “clear mandate.”
The new strategy calls for Delston to become a serial acquirer and long-term owner of established, owner-managed businesses that are profitable and cash-generative. The group aims to acquire companies outright or take majority stakes, with a primary focus on the UK and the possibility of considering selected opportunities in Europe. The group’s activities will thus expand to include ownership of companies outside its current software business, in line with the direction approved by shareholders. The announced model is based on retaining businesses after acquisition rather than treating a deal merely as a step toward a later sale. The announcement did not specify a target deal size or a timetable for completing acquisitions.
Acquired companies will operate with a high degree of operational independence under a decentralised model, while the group provides financing, governance and strategic oversight. Delston intends to reinvest cash flows in further acquisitions, linking the performance of its owned companies to the funding of expansion. The model accompanies the group’s continued operation of its existing software businesses through Eikuro People. Eikuro People provides software and services to the recruitment industry, and its products include Talentis, FileFinder, Infinity, Med Office, ISV and Getted Talent. The strategy thus combines the existing business with acquisitions of independent companies in targeted sectors, without full operational integration, according to the company’s description.
Under the conversion terms, the company will issue the new shares to creditors at 14 pence per share in exchange for the cancellation of £794,750 in debt recorded against the group. The stated financial impact comes from lower debt and interest costs, while the share issue increases the issued capital base. The information available in the announcement did not provide another figure for the amount of debt remaining or the change in each shareholder’s ownership percentage after the issue. The new shares remain part of the implementation of the loan agreement, which took effect after shareholder approval.
In the same statement, the board announced the appointment of Paul Mather, the group’s chief operating officer, as interim company secretary with immediate effect. Samantha Skipping will also join the group as interim finance director from 2 November 2026, on a part-time consultancy basis. The announcement said the interim finance director role does not carry board membership. These two appointments were announced by the board and were not decisions put to the AGM for a vote. The statement sets out the management changes alongside the shareholder-approved decisions on strategy and the loan conversion, while distinguishing their respective sources.