Result of EGM
Paragon Group Of Companies PLC
28 January 2008
The Paragon Group of Companies PLC
28 January 2008
NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR AUSTRALIA
THE PARAGON GROUP OF COMPANIES PLC ('Paragon' or 'the Company')
RESULTS OF EXTRAORDINARY GENERAL MEETING
RIGHTS ISSUE, SHARE CONSOLIDATION AND DISPATCH OF PROVISIONAL ALLOTMENT LETTERS
Paragon announces that at the Extraordinary General Meeting held today for the
purposes of passing certain resolutions relating to the Share Consolidation and
the Rights Issue announced on 11 January 2008, the resolutions which were put to
the meeting were passed unanimously on a show of hands without amendment.
Accordingly the 1 for 10 Share Consolidation of the Company's Existing Ordinary
Shares will take place at the close of business today, 28 January 2008.
Apart from the change in nominal value, the New Ordinary Shares arising on
implementation of the Share Consolidation will have the same rights as the
Existing Ordinary Shares, including voting, dividend and other rights.
The Rights Issue is conditional upon the New Ordinary Shares of the Company
being admitted to the Official List and to trading on the main market for listed
securities of the London Stock Exchange. Application has been made to the UKLA
for the New Ordinary Shares (nil and fully paid) to be admitted to the Official
List and to the London Stock Exchange for the New Ordinary Shares (nil and fully
paid) to be admitted to trading on the London Stock Exchange's main market for
listed securities. It is expected that admission will become effective and that
dealing in the New Ordinary Shares will commence on the London Stock Exchange,
nil paid, at 8.00 am on 29 January 2008.
Provisional Allotment Letters will today be posted to Qualifying Non-CREST
Shareholders, save as stated in the Prospectus. It is expected that Nil Paid
Rights will be credited to the stock accounts of Qualifying CREST Shareholders
(other than, subject to certain exceptions, those Shareholders with registered
addresses in the US or any of the Excluded Territories) on 29 January 2008. The
Nil Paid Rights so credited are expected to be enabled for settlement by
Euroclear as soon as practicable after Admission. The latest time and date for
acceptance and payment in full under the Rights Issue is 11.00 a.m. on 20
February 2008.
Certified copies of the Resolutions passed at the meeting have been submitted to
the UKLA, and will shortly be available for inspection at the UKLA's Document
Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel: 020 7066 1000
Terms used in the prospectus of the Company dated 11 January 2008 shall have the
same meaning when used in this announcement, unless the context requires
otherwise.
For further information, please contact:
The Paragon Group of Companies PLC
Nigel Terrington, Chief Executive
Nick Keen, Finance Director
Tel: +44 121 712 2024
UBS
Adrian Haxby
Neil Patel
Tel: +44 20 7567 8000
Fishburn Hedges
Morgan Bone
Andy Berry
Tel: +44 20 7839 4321
General
UBS Investment Bank, which is authorised and regulated in the UK by the FSA, is
acting as financial advisor, sponsor, corporate broker and underwriter to the
Company and no one else in connection with the Rights Issue and will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of UBS Investment Bank or for providing advice in relation
to the Rights Issue or for any other matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on
UBS Investment Bank by FSMA or the regulatory regime established thereunder, UBS
Investment Bank accepts no responsibility whatsoever for the contents of this
announcement or for any other statement made or purported to be made by it, or
on its behalf, in connection with the Rights Issue. UBS Investment Bank
accordingly disclaims all and any liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have in respect
of such announcement or any such statement.
The distribution of this announcement into a jurisdiction other than the UK may
be restricted by law and therefore persons into whose possession this
announcement 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 any such jurisdiction.
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to acquire, New Ordinary Shares,
Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights and/or to take
up any entitlements to Nil Paid Rights in any jurisdiction in which such an
offer or solicitation is unlawful.
The New Ordinary Shares, the Provisional Allotment Letters, the Nil Paid Rights
and the Fully Paid Rights have not been and will not be registered under the
Securities Act or under any relevant securities laws of any state or other
jurisdiction of the US and may not be offered, sold, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly, within the
US absent of registration under the Securities Act or an applicable exemption
from the registration requirements of the Securities Act and in compliance with
state securities laws. The New Ordinary Shares, the Provisional Allotment
Letters, the Nil Paid Rights and the Fully Paid Rights have not been approved or
disapproved by the SEC, any state securities commission in the US or any US
regulatory authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the New Ordinary Shares, the Provisional
Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the accuracy or
adequacy of the Prospectus. Any representation to the contrary is a criminal
offence in the US. Offers of the New Ordinary Shares, the Provisional Allotment
Letters, the Nil Paid Rights and the Fully Paid Rights are being made outside
the US in offshore transactions within the meaning of and in accordance with
Regulation S under the Securities Act.
In addition, none of the New Ordinary Shares, the Provisional Allotment Letters,
the Nil Paid Rights or the Fully Paid Rights will qualify for distribution under
any of the relevant securities laws of any of the Excluded Territories.
Accordingly, the New Ordinary Shares, the Provisional Allotment Letters, the Nil
Paid Rights and the Fully Paid Rights may not be offered, sold, taken up,
exercised, resold, renounced, transferred or delivered, directly or indirectly,
within any of the Excluded Territories.
END.
CE080090053
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