Result of General Meeting

RNS Number : 3131D

Grainger PLC

30 November 2009

 



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, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

30 November 2009

Grainger plc ("Grainger" or the "Company")

Result of General Meeting and posting of Provisional Allotment Letters

Grainger plc announces that, at the General Meeting held earlier today, the Resolutions relating to the 2 for 1 Rights Issue of up to 277,628,724 New Shares at a price of 90 pence per New Share announced by the Company on 5 November 2009 were duly passed without amendment on a show of hands by the requisite majority of Shareholders present.  

Details of the proxy votes received in relation to each of the Resolutions (which are more particularly described in the Notice of General Meeting set out in the prospectus sent to Shareholders dated 6 November 2009 (the "Prospectus")) are as follows:  

Ordinary Resolutions	For	Against	Withheld
Resolution 1: To increase the authorised share capital of the Company	84,160,624	1,324,714	146,733
Resolution 2: To authorise the Directors of the Company to allot shares pursuant to Section 551 of the Companies Act 2006	83,991,434	1,385,807	254,830

The total number of proxy votes received was 85,632,071 for Resolution 1 and 85,632,071 for Resolution 2.

As at the close of business on 27 November 2009, the total number of Existing Shares eligible to be voted at the General Meeting was 138,776,703.

Two copies of each of the Resolutions have been forwarded to the UK Listing Authority in accordance with paragraph 9.6.2 of the Listing Rules and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility situated at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.  The Document Viewing Facility is open from 9.00 a.m. to 5.30 p.m. on every weekday except bank holidays. Details of the Resolutions and further information relating to the Rights Issue can also be viewed at the Company's website, www.graingerplc.co.uk.

It is expected that Provisional Allotment Letters (the "PALs") in relation to the New Shares to be issued pursuant to the Rights Issue will be posted to Qualifying Non-CREST Shareholders who were on the register of members of the Company at the close of business on 27 November 2009 (other than, subject to certain exceptions, Qualifying Shareholders with an addresses or who are resident or located in the United States or any of the other Excluded Territories) later today.  The Existing Shares are expected to be marked "ex-rights" by the London Stock Exchange and dealings in the New Shares, nil paid, are expected to commence on the main market of the London Stock Exchange at 8.00 a.m. on 1 December 2009.  The latest time for acceptance and payment in full under the Rights Issue is 11.00 a.m. on 15 December 2009. For full details, please refer to the Prospectus which is available at www.graingerplc.co.uk (subject to certain exceptions).

N M Rothschild & Sons Limited is acting as Joint Sponsor and Financial Adviser in connection with the Rights Issue. J.P. Morgan Cazenove Limited is acting as Joint Sponsor, Sole Global Co-ordinator and Joint Bookrunner in connection with the Rights Issue. Barclays Capital and RBS Hoare Govett Limited are acting as Joint Bookrunners in connection with the Rights Issue. Lloyds TSB Corporate Markets is acting as Co-Lead Manager in connection with the Rights Issue. Brewin Dolphin, Investment Banking, a division of Brewin Dolphin Limited ("Brewin Dolphin"), is acting as joint broker to the Company.

Unless otherwise defined in this announcement, capitalised terms have the meaning given to them in the Prospectus.

Andrew Cunningham, Chief Executive of Grainger, commented:

"The strengthened financial position of Grainger following this Rights Issue will enable us to take advantage of compelling future acquisition opportunities as the market recovers which should enhance shareholder value over time.

"We are extremely pleased with the ongoing support of our shareholders, as demonstrated by the levels of support shown today, and look forward to working on their behalf further to consolidate our position as the UK's largest quoted specialist residential property owner."

For further information, please contact:

Grainger plc  Andrew Cunningham, Chief Executive Dave Butler, Director of Corporate Affairs	[phone]/ [phone]
Rothschild (Sole Financial Adviser & Joint Sponsor)     Alex Midgen Nigel Himsworth Paul Mitchell	[phone]
J.P. Morgan Cazenove (Global Co-ordinator, Joint Bookrunner & Joint Sponsor) Robert Fowlds Jonathan Wilcox Bronson Albery	[phone]
Financial Dynamics Stephanie Highett Dido Laurimore	[phone]

Important Notice: 

This announcement does not constitute or form part of any offer, solicitation or invitation to purchase, otherwise acquire, subscribe for, exercise, renounce, transfer, deliver, sell, re-sell or otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase any Nil Paid Rights, Fully Paid Rights, New Shares or PALs. 

This announcement is an advertisement and does not constitute a prospectus or a prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue. Any decision to purchase, otherwise acquire, subscribe for, exercise, renounce, transfer, deliver, sell, re-sell or otherwise dispose of any Nil Paid Rights, Fully Paid Rights, New Shares and PALs must be made only on the basis of the information contained in and incorporated by reference into the Prospectus. Copies of the Prospectus are available at Grainger plc's website at www.graingerplc.co.uk, provided that the Prospectus is not available (whether through the website or otherwise to Shareholders in any of the Excluded Territories).

This announcement is not an offer of securities for sale in or into the United States, Australia, Canada, Japan or South Africa.  The Nil Paid Rights, Fully Paid Rights, New Shares and PALs if and when issued in connection with the Rights Issue have not been and will not be registered under the US Securities Act of 1933, as amended, (the "US Securities Act"), or under the securities laws or any state or territory or jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States unless registered under the US Securities Act or sold in a transaction exempt from registration under the US Securities Act and in compliance with the relevant state securities laws. There will be no public offer of the securities mentioned herein in the United States.

Each of J.P. Morgan Cazenove Limited, J.P. Morgan Securities Limited, N M Rothschild & Sons Limited, Barclays Bank PLC, Lloyds TSB Bank plc and RBS Hoare Govett Limited (together, the "Banks") and Brewin Dolphin is acting exclusively for the Company in connection with the Rights Issue. None of the Banks nor Brewin Dolphin will regard any other person as their client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Rights Issue.

This announcement may include forward-looking statements. These forward-looking statements include all matters that are not historical fact, including statements regarding the belief or current expectations of Grainger or the Directors about the business and the transactions of the Company and its subsidiary undertakings (the "Group") described in the Prospectus, including statements relating to possible future write-downs or movements in property prices and the Group's capital and financial planning projections. Generally, words such as ''may'', ''could'', ''will'', ''expect'', ''intend'', ''estimate'', ''anticipate'', ''believe'', ''plan'', ''seek'', ''continue'' and similar expressions identify forward-looking statements.

These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Group and are difficult to predict, and which may cause the Group's actual results to materially differ from any future results or developments expressed by or implied from the forward-looking statements. Such risks and uncertainties include the effects of continued or increasing volatility in international financial markets, economic conditions both internationally and in the UK, in which Grainger operates, and other factors affecting the level of Grainger's business activities and the costs and availability of financing for its activities. Any forward-looking statement contained in the Prospectus based on past or current trends or activities of Grainger should not be taken as a representation that such trends or activities will continue in the future. No statement in the Prospectus is intended to be a profit forecast or to imply that the earnings of the Group for the current year or future years necessarily will match or exceed the historical or published earnings of the Group.

Each forward-looking statement speaks only as of the date of the particular statement. Except as required by the FSA, the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Rules, the London Stock Exchange or otherwise by law, Grainger expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein to reflect any change in Grainger's expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based. Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or in the Prospectus.

 

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