Result of EGM
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE
APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE ANNOUNCEMENT.
FirstGroup plc
10 June 2013
Results of General Meeting
Poll Results
A General Meeting of FirstGroup PLC was held on 10 June 2013 at 11.00 a.m. The
result of the poll on the sole resolution which was proposed at the General
Meeting is set out below.
Ordinary Resolution
To grant the Directors authority to allot shares in connection with the
proposed Rights Issue as contemplated by the notice of General Meeting
contained within the Prospectus posted to Shareholders on 22 May 2013.
Number of Ordinary Shares Percentage of votes cast
(%)
For 229,937,694 96.52%
Against 8,298,126 3.48%
Total votes cast 238,235,820
Votes were cast in respect of approximately 49.44% of the Company's issued
share capital.
The voting figures will be displayed shortly on the Company's corporate website
www.firstgroup.com.
A copy of the ordinary resolution passed at today's General Meeting will
shortly be submitted to the National Storage Mechanism and will be available
for inspection at www.morningstar.co.uk/uk/NSM.
The Record Date for entitlement under the Rights Issue was the close of
business on 7 June 2013. Provisional Allotment Letters are expected to be
posted today to Qualifying Non-CREST Shareholders, other than (subject to
certain exceptions) Qualifying Non-CREST Shareholders who are Excluded
Shareholders. CREST stock accounts of Qualified CREST Shareholders are expected
to be credited with Nil Paid Rights in respect of New Ordinary Shares at or
around 8.00 a.m. on 11 June 2013.
It is expected that Admission of the 722,859,586 New Ordinary Shares (nil paid)
will occur at or around 8.00 a.m. on 11 June 2013.
The latest time and date for acceptance, payment in full and registration of
renunciation of Provisional Allotment Letters is expected to be 11.00 a.m. on
25 June 2013.
CONTACTS
FirstGroup plc
Tim O'Toole, Chief Executive +44 (0) 20 7291 0512
Chris Surch, Group Finance Director
Rachael Borthwick, Group Corporate Communications Director
Goldman Sachs International
Joint Sponsor, Joint Global Coordinator, Joint Bookrunner, Joint Corporate Broker
Anthony Gutman +44 (0) 20 7774 1000
Phil Raper
Eduard van Wyk
J.P. Morgan Cazenove
Joint Sponsor, Joint Global Coordinator, Joint Bookrunner, Joint Corporate Broker
Malcolm Moir +44 (0) 20 7742 4000
Jonathan Wilcox
Guy Marks
BofA Merrill Lynch
Joint Bookrunner
Rupert Hume-Kendall +44 (0) 20 7628 1000
Oliver Holbourn
Daniel Burton-Morgan
END
1. Any proxy appointments which gave discretion to the Chairman have been
included in the "For" total.
2. 10,979,186 votes were withheld. A "vote withheld" is not a vote in law and
is therefore not counted towards the proportion of votes "For" or "Against"
the resolution.
IMPORTANT NOTICE
This announcement is an advertisement and not a prospectus. Nothing in this
announcement should be interpreted as a term or condition of the Rights Issue.
Investors should not subscribe for or purchase, sell or dispose of any New
Ordinary Shares, the Provisional Allotment Letters, the Nil Paid Rights or the
Fully Paid Rights in the Company except on the basis of information in the
Prospectus published by the Company in connection with the Rights Issue.
Capitalised terms defined in the Prospectus published on 22 May 2013 shall have
the same meaning when used in this announcement.
The Prospectus has been published and is available on the Company's website at
www.firstgroup.com provided that the Prospectus is not available (whether
through the website or otherwise) to Shareholders in Excluded Territories,
subject to certain exceptions with respect to the United States. The Prospectus
provided further details of the Rights Issue.
This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for, Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements
to Nil Paid Rights in any jurisdiction in which such an offer or solicitation
is unlawful. This announcement cannot be relied upon for any investment
contract or decision.
The information contained in this announcement is not for release, publication
or distribution to persons in the United States, Australia, Canada or Japan and
should not be distributed, forwarded to or transmitted in or into any
jurisdiction where to do so might constitute a violation of local securities
laws or regulations.
This announcement does not constitute or form part of an offer or solicitation
to purchase or subscribe for securities of the Company in the United States,
Australia, Canada or Japan. None of the Nil Paid Rights, the Fully Paid Rights
or the New Ordinary Shares has been or will be registered under the US
Securities Act of 1933 (the "Securities Act") or under the applicable
securities laws of any state or other jurisdiction of the United States or the
securities legislation of any province or territory of Australia, Canada or
Japan. Accordingly, the Nil Paid Rights, the Fully Paid Rights or the New
Ordinary Shares may not be offered, sold, resold, delivered or distributed,
directly or indirectly, in or into the United States absent registration, or an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with state securities
laws, or in or into Australia, Canada or Japan except in accordance with
applicable law. There will be no public offer of Nil Paid Rights, Fully Paid
Rights or New Ordinary Shares in the United States, Canada or Japan.
The New Ordinary Shares will be issued without disclosure in Australia under
Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act). The offer of
these New Ordinary Shares for resale in Australia within 12 months of their
acquisition may, under section 707 of the Corporations Act, require disclosure
to investors. Accordingly the New Ordinary Shares should not, within 12 months
of their acquisition, be offered, transferred, assigned or otherwise alienated
to investors in Australia except in circumstances where disclosure to investors
is not required. New Ordinary Shares transferred on-market on the London Stock
Exchange are not subject to the Australian disclosure regime.
The distribution of this announcement and/or the Prospectus and/or the
Provisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully Paid
Rights and/or New Ordinary Shares into jurisdictions other than the United
Kingdom may be restricted by law, and, therefore, persons into whose possession
this announcement and/or the Prospectus and/or the Provisional Allotment Letter
comes should inform themselves about and observe any such restrictions. Any
failure to comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to certain
exceptions, the Prospectus and the Provisional Allotment Letter should not be
distributed, forwarded to or transmitted in or into the United States, Canada
or Japan.
This announcement does not constitute a recommendation concerning the Rights
Issue. The price and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of this
announcement are not to be construed as legal, business, financial or tax
advice. Each Shareholder or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.