This announcement (and the information contained herein) is not for release, publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the district of Columbia), Australia, Canada, South Africa or Japan.
24 November 2009
Quintain Estates and Development plc
("Quintain" / "Company" / "Group")
RESULT OF GENERAL MEETING
Quintain announces that at the General Meeting held today in relation to its 3 for 1 Rights Issue, all six of the Resolutions set out in the Notice of the General Meeting to Shareholders dated 5 November 2009 were duly passed without amendment.
The passing of the Resolutions will enable the Company to proceed with the fully underwritten Rights Issue to raise gross proceeds of £191.2 million announced on 5 November 2009. Accordingly, subject to certain exceptions, Provisional Allotment Letters will be sent today to Qualifying Non-CREST Shareholders who were on the register at close of business on 20 November 2009, and CREST stock accounts are expected to be credited with nil-paid rights in respect of the New Ordinary Shares at 8.00 a.m. on 25 November 2009.
Application has been made to the UK Listing Authority and to the London Stock Exchange for the 390,160,296 New Ordinary Shares (nil paid and fully paid) to be admitted to the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange, respectively. It is expected that Admission will become effective and that dealings on the London Stock Exchange in the New Ordinary Shares (nil paid) will commence at 8.00 a.m. on 25 November 2009.
William Rucker, Chairman of Quintain, said:
"We are delighted by the continued support shown by our shareholders in passing these resolutions, which will enable us to proceed with the Rights Issue. The proceeds of the equity raise will strengthen further the Group's financial position, increase the momentum in our major schemes and enable us to grow our fund management business. We look forward to continuing to apply our broad experience and proven investment, asset management and structuring skills to create and enhance future value for shareholders."
The Resolutions were passed unanimously at the General Meeting on a show of hands. Details of the proxy votes received are as follows:
|
For* |
Against |
Withheld |
|
|
|
|
Resolution 1 |
67,254,336 (99.74%) |
174,792 (0.26%) |
146,991 |
Resolution 2 |
67,244,855 (99.73%) |
180,577 (0.27%) |
150,687 |
Resolution 3 |
66,855,613 (98.94%) |
719,506 (1.06%) |
1,000 |
Resolution 4 |
67,555,324 (99.97%) |
18,795 (0.03%) |
2,000 |
Resolution 5 |
67,537,443 (99.95%) |
33,980 (0.05%) |
4,696 |
Resolution 6 |
67,562,171 (99.98%) |
12,614 (0.02%) |
1,334 |
*Includes proxy votes at the discretion of the Chairman
Two copies of the Resolutions have been submitted to the UK Listing Authority in accordance with paragraph 9.6.2 of the Listing Rules and will shortly be available to the public for inspection at the UK Listing Authority's Document Viewing Facility, which is 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.
Further information on the rights issue is available on the Company's website www.quintain-estates.com.
Defined terms used in this announcement shall have the same meanings as in the Prospectus relating to the Rights Issue dated 5 November 2009, unless the context requires otherwise.
For further information, please contact:
Quintain Estates and Development plc Rebecca Worthington/Cressida Curtis Tel: +44 (0) 20 7495 8968 |
J.P. Morgan Cazenove Limited Robert Fowlds/Bronson Albery/Andrew Wray Tel: +44 (0) 20 7588 2828 |
Financial Dynamics Stephanie Highett/Dido Laurimore/Laurence Jones Tel: +44 (0) 20 7831 3113 |
Lazard & Co., Limited Paul Gismondi/Patrick Long Tel: +44 (0) 20 7187 2000 |
|
HSBC Bank plc Nick Donald Tel: +44 (0)20 7991 8888 |
IMPORTANT NOTICE:
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.
This announcement is an advertisement and does not constitute a prospectus or 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, sell or otherwise dispose of any Provisional Allotment Letter, Nil Paid Rights, Fully Paid Rights, and/or New Ordinary Shares must be made only on the basis of the information contained in and incorporated by reference into the Prospectus.
This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration, or an exemption from registration, under the US Securities Act of 1933, as amended (the "Securities Act"), or an exemption from, or in a transaction not subject to, registration. The Company has not registered and does not intend to register any securities under the Securities Act. There will be no public offering of the securities in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or, Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, South Africa or Japan.
Each of J.P. Morgan Cazenove Limited, J.P. Morgan Securities Ltd., Lazard & Co., Limited, HSBC Bank plc and Barclays Bank PLC (together, the "Banks") is acting exclusively for Quintain in connection with the Rights Issue. None of the Banks will regard any other person as their client in relation to the Rights Issue and will not be responsible to anyone other than Quintain for providing the protections afforded to their respective clients nor for the giving of advice in relation to the Rights Issue.