Result of EGM

Result of EGM

Gresham House plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

GRESHAM HOUSE PLC (“GRESHAM” OR THE "COMPANY”)

Proposed Delisting from the Official List and Admission to AIM (and loss of Authorised Investment Trust status); proposed Placing of 3,973,510 new Ordinary Shares at 286.9 pence per share; proposed adoption of New Investing Policy; proposed issue of Warrants; proposed Capital Reduction; and proposed adoption of New Articles

Result of General Meeting

The Board of Gresham is pleased to announce that each of the Resolutions proposed at the General Meeting held at 10.00 a.m. today were duly passed by the required majority on a show of hands.

Notice of Cancellation and Timetable

Following the passing of the Resolutions, the Company expects to be making applications today to cancel the listing of the Ordinary Shares on the Official List and the trading on the Main Market. The Company will also apply for Admission of the Ordinary Shares (including the Placing Shares) and the Shareholder Warrants to trading on AIM.

A summary of the expected timetable of principal events is as follows:

Last day of dealings in Ordinary Shares on the Main Market	28 November 2014
Cancellation of listing of Ordinary Shares on the Official List	8.00 a.m. on 1 December 2014*
Admission and commencement of dealings in Ordinary Shares (and Shareholder Warrants) on AIM	8.00 a.m. on 1 December 2014*

* being at least 20 business days from the date of this notice

Proxy Votes

Proxy votes received by the Company from Shareholders before the General Meeting are summarised below. There were 5,369,880 Ordinary Shares in issue as at the date of the General Meeting.

Resolution	Â	In favour*	Â	Against	Â	Withheld**
1		2,735,293		200		-
2		2,735,293		200		-
3		2,733,549		1,944		-
4		2,734,746		200		547
5		2,732,793		2,700		-
6		2,735,293		200		-
7		2,732,793		2,700		-
8		2,732,793		2,700		-
* Includes discretionary proxy votes lodged in favour of the Chairman.
** A vote withheld is not treated as a vote in law and would not be counted in the calculation of the proportion of votes cast for or against a Resolution.

In accordance with 9.6.2(R) of the Listing Rules, a copy of the Resolutions passed at the General Meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/nsm

Capitalised terms in this announcement are, unless otherwise defined, as set out in the Company’s circular published on 8 October 2014.

Enquiries: Gresham House plc John Lorimer, Non executive director Brian Hallett, Non executive director and company secretary				Â	Â	Â	07785 115029 01489 570 861
Westhouse Securities Limited Robert Finlay Richard Johnson							020 7601 6100

Disclaimer

Westhouse, which is authorised in the UK under the FSMA and which is regulated by the Financial Conduct Authority, is acting as financial adviser, nominated adviser and broker in connection with the Proposals. Westhouse is acting exclusively for Gresham House plc in connection with the Proposals and for no-one else and will not be responsible to anyone other than Gresham House plc for providing the protections afforded to the clients of Westhouse nor for providing any advice in relation to the Proposals or the contents of this announcement or any transaction, arrangement or matter referred to herein.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities, pursuant to the Proposals or otherwise. The Proposals will be implemented solely by means of the circular and Placing Agreement which will contain the full terms and conditions of the Proposals.

Overseas Shareholders

The distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Subject to certain exceptions, this announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

Publication on website and availability of hard copies

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Gresham’s website at www.greshamhouse.com by no later than 12.00 p.m. on the business day following this announcement. Neither the contents of Gresham’s website, nor those of any other website accessible from hyperlinks on Gresham’s website, are incorporated into or form part of this announcement.