Result of General Meeting

RNS Number : 3684T

Great Portland Estates PLC

04 June 2009

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 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. This announcement is an advertisement and does not constitute a prospectus. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Provisional Allotment Letter, Nil Paid Rights, Fully Paid Rights and New Shares must be made only on the basis of the information contained in and incorporated by reference into the Prospectus.

4 June 2009

For Immediate Release

Great Portland Estates plc ('Great Portland Estates' or the 'Company')

Result of General Meeting and Despatch of Provisional Allotment Letters

Great Portland Estates announces that at the General Meeting held today for the purpose of passing a resolution relating to the proposed 8 for 11 underwritten Rights Issue announced on 19 May 2009, such resolution put to the meeting was duly passed without amendment.

Under the terms of the Rights Issue, the Company intends to raise approximately £166 million (net of expenses) by the issue of 131,653,115 New Shares by way of the Rights Issue. The Rights Issue will be undertaken on the basis of 8 New Shares at 133 pence per New Share for every 11 Ordinary Shares held by Qualifying Shareholders at 5.00pm on the Record Date (being 29 May 2009). The Rights Issue is underwritten by Credit Suisse Securities (Europe) Limited and J.P. Morgan Securities Limited.

Application has been made to the UK Listing Authority and to the London Stock Exchange for the 131,653,115 New Shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that the Nil Paid Rights will be enabled for settlement in CREST and that dealings in the New Shares, nil paid, will commence on the London Stock Exchange's main market for listed securities at 8.00 a.m. on 5 June 2009. 

Provisional Allotment Letters will be posted to Qualifying non-CREST Shareholders today, subject to certain restrictions in relation to certain Shareholders with registered addresses, or who are resident outside the United Kingdom. The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is 11.00 a.m. on 19 June 2009.

Defined terms used in this announcement shall have the same meanings as in the Prospectus relating to the Rights Issue dated 19 May 2009, unless the context requires otherwise.

Details of proxy voting instructions in relation to the Resolution, as set out in the Notice of General Meeting contained in the Prospectus, are set out below:

	Proxy votes received
Special Resolution	For the resolution	Against the resolution	Discretionary	Votes withheld	Total
To authorise the directors under section 80 of the Companies Act 1985 to allot shares and to disapply section 89 of the Companies Act 1985 in respect of such allotment	108,754,761	437,630	1,969	317,811	109,512,171
	As a percentage of proxy votes received
	99.6%	0.4%	Less than 0.1%	-	-

Notes to the disclosure

Any proxy appointments which gave discretion to the Chairman have been included in the 'For' total.  To the extent that discretion was granted to another third party, this appears in the 'Discretionary' total.

A vote withheld is not a vote in law and is not counted in the calculation of proportion of votes 'For' or 'Against' a resolution.

- ENDS -

Enquiries:
Great Portland Estates plc	[phone]
Desna Martin
Credit Suisse	[phone]
James Leigh-Pemberton
Robert Mayhew
J.P. Morgan Cazenove Limited	[phone]
Jonathan Wilcox
Bronson Albery
Lazard	[phone]
William Rucker
Patrick Long
Finsbury	[phone]
James Murgatroyd
Gordon Simpson

Copies of the Prospectus are available from Great Portland Estates' registered office. The Prospectus is also available for inspection during usual business hours on any weekday (Bank Holidays are excepted) until close of business on 19 June 2009 at the offices of Allen & Overy LLP, One Bishops' Square, London E1 6AD. 

Distribution of this announcement and the Provisional Allotment Letters and the transfer of Nil Paid Rights, Fully Paid Rights and New Shares into jurisdictions other than the United Kingdom may be restricted by law. These materials are not for distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and dependencies, any state or the United States and the District of Columbia) or any Excluded Territory. Persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. In particular, all Overseas Shareholders and any person (including, without limitation, agents, custodians, nominees or trustees) who has a contractual or other legal obligation to forward this announcement or any other documents issued by the Company in connection with the Rights Issue, if and when received, to a jurisdiction outside the United Kingdom, should read section 2.5 of part 3 (Terms and Conditions of the Rights Issue) of the Prospectus. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters and New Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'Securities Act') or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of these securities in the United States. 

The Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters and New Shares will also not be registered under the securities laws of any Excluded Territory and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. There will be no public offer in any of the Excluded Territories.

Credit Suisse Securities (Europe) Limited, J.P. Morgan Cazenove Limited, J.P. Morgan Securities Ltd and Lazard & Co., Limited, each of whom are authorised and regulated in the United Kingdom by the FSA, are acting for Great Portland Estates and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Rights Issue and will not be responsible to anyone other than Great Portland Estates for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any matters referred to in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on each of Credit Suisse Securities (Europe) Limited, J.P. Morgan Cazenove Limited, J.P. Morgan Securities Ltd and Lazard & Co., Limited by the Financial Services and Markets Act 2000, each of Credit Suisse Securities (Europe) Limited, J.P. Morgan Cazenove Limited, J.P. Morgan Securities Ltd and Lazard & Co., Limited accepts no responsibility whatsoever for the contents of this document, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on behalf of them, in connection with Great Portland Estates, the Nil Paid Rights, the Fully Paid Rights, the New Shares or the Rights Issue. Credit Suisse Securities (Europe) Limited, J.P. Morgan Cazenove Limited, J.P. Morgan Securities Ltd and Lazard & Co., Limited accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by Great Portland Estates, Credit Suisse Securities (Europe) Limited, J.P. Morgan Cazenove Limited, J.P. Morgan Securities Ltd or Lazard & Co., Limited. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the business of Great Portland Estates since the date of this announcement or that the information in it is correct as at any subsequent date.

 

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