Result of EGM

RNS Number : 0267T

Marshalls PLC

29 May 2009

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, MALTA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

Marshalls plc

29 May 2009

Result of Extraordinary General Meeting and posting of Provisional Allotment Letters

Marshalls plc ('Marshalls' or 'the Company') announces that, at the Extraordinary General Meeting held earlier today, its shareholders passed on a show of hands the resolution (the 'Resolution') relating to the rights issue announced by the Company on 13 May 2009 (the 'Rights Issue').  

The Resolution was to authorise the directors to allot relevant securities pursuant to section 80 of the Companies Act 1985 and to empower the directors to allot equity securities pursuant to section 95 of the Companies Act 1985 (as more particularly described in the notice of the Extraordinary General Meeting set out in the prospectus set to shareholders dated 13 May 2009 ('Prospectus')).  

Proxy votes in respect of 77,729,491 ordinary shares were received in favour of the Resolution, representing 95.67% of the votes cast. 

Details of the proxy votes cast prior to the Extraordinary General Meeting are as follows:  

For	Against	Withheld
77,729,491 (95.67%)	3,517,334 (4.33%)	165,874

  
Note: An abstention is not a vote in law and is not counted in the calculation of proportion of votes 'For' or 'Against' the Resolution.  

Two copies of the Resolution have been submitted 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.

It is expected that Provisional Allotment Letters in relation to the New Ordinary Shares to be issued pursuant to the Rights Issue will be posted to Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, Excluded Territory Shareholders) later today.

Shareholders' attention is drawn to the timetable set out below:  

 

Despatch of Provisional Allotment Letter (to Qualifying non-CREST Shareholders only)	29 May 2009
Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders only)	1 June 2009
Nil Paid Rights and Fully Paid Rights enabled for settlement in CREST	8.00 a.m. on 1 June 2009
Commencement of dealings in Nil Paid Rights on the London Stock Exchange	8.00 a.m. on 1 June 2009
Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters	11.00 a.m. on 15 June 2009
Dealings in New Ordinary Shares, fully paid, commence on the London Stock Exchange	8.00 a.m. on 16 June 2009
Despatch of definitive share certificates for the New Ordinary Shares in certificated form	By 23 June 2009

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

Contacts

For further information please contact:

Marshalls plc                                                       Tel: [phone]

Graham Holden, Chief Executive

Ian Burrell, Finance Director

Brunswick Group LLP                                      Tel: [phone]

Jon Coles

Kate Miller

This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa, Malta, New Zealand or any other jurisdiction into which the same would be unlawful (the 'Excluded Territories').

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, South Africa, Malta, New Zealand or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended ('Securities Act') or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan, South Africa, Malta or New Zealand or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, South Africa, Malta or New Zealand. 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, South Africa, Malta or New Zealand. 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 application requirements.

This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan, South Africa, Malta, New Zealand or any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters relevant to the Rights Issue 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 the other Excluded Territories 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 or within any of the other Excluded Territories. There will be no public offer of such Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and Provisional Allotment Letters in the United States.

The distribution of this announcement and the offering of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares relevant to the Rights Issue in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company or any other person 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 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, Nil Paid Rights or Fully Paid Rights in connection with the Rights Issue except on the basis of the information contained in the Prospectus.

Neither the content of Marshalls' website nor any website accessible by hyperlinks on Marshalls' website is incorporated in, or forms part of, this announcement.

 

END

 

 

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