Result of EGM

RNS Number : 3073A

Galliford Try PLC

06 October 2009

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

6 October 2009

Galliford Try plc ('Galliford Try' or the 'Company')

RESULTS OF GENERAL MEETING

The Board of Directors of Galliford Try announces that the special resolution (the 'Resolution') put forward at today's General Meeting was passed on a show of hands.

A summary of the proxies cast in respect of the Resolution is set out below. The issued share capital as at today's date is 377,766,773 ordinary shares of 5 pence each and the number of votes per share is one. 

	FOR*			AGAINST			WITHHELD
Resolution	No. of votes	No. of cards	% of vote	No. of votes	No. of cards	% of vote	No. of votes	No. of cards
To (i) approve the Share Consolidation; (ii) approve certain amendments to the Articles of Association; (iii) authorise the Directors to allot shares; and (iv) dis-apply statutory  pre-emption rights	230,322,369	759	97.52%	5,848,879	72	2.48%	786,687	18

*The For vote includes those votes that were cast as Discretionary Votes

The proxy voting figures will also be displayed shortly on the Company's website: www.gallifordtry.co.uk

In accordance with the UK Listing Authority rules, copies of the Resolution will shortly be available for inspection during normal business hours on any week day (public holidays excepted) at the Financial Services Authority's Document Viewing Facility which is situated at: the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.

Following approval of the Resolution, the Company's Ordinary Shares will be subject to the Share Consolidation, such that Shareholders who are registered in the Company's register of members as at the close of business today will receive one Ordinary Share of 50 pence for every ten Ordinary Shares of 5 pence that are held by that Shareholder. Ordinary Shares of 50 pence that are held in uncertificated form are expected to be credited to stock accounts in CREST by 8.00 a.m. on 7 October 2009. Share certificates in respect of Ordinary Shares of 50 pence that are held in certificated form are expected to be despatched by 14 October 2009. Further information in relation to the Share Consolidation is set out in the Prospectus.

Provisional Allotment Letters in respect of the Rights Issue are being posted to Qualifying Non-CREST Shareholders (other than certain Overseas Shareholders) today.

It is expected that admission of the New Ordinary Shares (nil paid) to the Official List and to trading on the London Stock Exchange's main market and commencement of dealings in New Ordinary Shares (nil paid) will become effective at 8.00am on 7 October 2009.

Contacts

For further information, please contact:

Galliford Try plc:

Richard Barraclough, Company Secretary                01895 855204

IMPORTANT NOTICE

This Announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction into which the same would be unlawful.

This Announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, the Republic of South Africa or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan, the Republic of South Africa or the United States or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, the Republic of South Africa or the United States. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa. There will be no public offer of the securities in the United States. The availability of the Rights Issue to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.

The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States or under any securities laws of Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so would be unlawful and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States, or within any of Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so would be unlawful. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters in the United States.

The distribution of this Announcement and the Provisional Allotment Letters and the offering of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company or any of Rothschild, RBS Hoare Govett Limited, KBC Peel Hunt Ltd, HSBC Bank plc, Barclays Bank PLC or Lloyds TSB Bank plc that would permit an offering of such rights or shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and each of Rothschild, RBS Hoare Govett Limited, KBC Peel Hunt Ltd, HSBC Bank plc, Barclays Bank PLC and Lloyds TSB Bank plc to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Announcement is for information only and does not constitute or form part of any offer or invitation to issue, acquire or dispose of any securities or investment advice in any jurisdiction.

This Announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares referred to in this Announcement in connection with the Rights Issue except on the basis of information contained in the Prospectus.

The Prospectus is available to view on the Group's website (www.gallifordtry.co.uk) or can be inspected at the offices of Galliford Try plc, Cowley Business Park, Cowley, Uxbridge, Middlesex UB8 2AL.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied is, or will be made as to, or in relation to, and no responsibility or liability is, or will be, accepted by any of Rothschild, RBS Hoare Govett Limited, KBC Peel Hunt Ltd, HSBC Bank plc, Barclays Bank PLC or Lloyds TSB Bank plc or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Each of Rothschild, RBS Hoare Govett Limited, KBC Peel Hunt Ltd, HSBC Bank plc, Barclays Bank PLC and Lloyds TSB Bank plc are authorised and regulated in the UK by the FSA and are acting exclusively for the Company in connection with the Rights Issue and not for any other person and will not be responsible to any other person for providing the protections afforded to their respective customers, or for providing advice in relation to the Rights Issue, the contents of this document and the accompanying documents or any arrangements referred to therein.

Terms defined in the Prospectus issued by the Company on 10 September 2009 have the same meanings as in this Announcement, unless otherwise defined.

 

END

 

 

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