Result of GM

RNS Number : 3693D

Redrow PLC

15 May 2012

 

Redrow PLC

15 May 2012

NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, NEW ZEALAND OR ANY JURISDICTION IN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

This announcement is not a prospectus and does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in Redrow plc (the "Company") or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

Any investment decision must be made exclusively on the basis of the prospectus published by the Company on 25 April 2012 (incorporating a circular for the purposes of the Listing Rules) (the "Prospectus") and any supplement thereto in connection with the admission of new ordinary shares of the Company ("New Ordinary Shares") to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities ("Admission"). Copies of the Prospectus are available from the Company's registered office.

15 May 2012

Redrow plc

Result of the General Meeting

Redrow plc (the "Company" or "Redrow") is pleased to announce that all of the resolutions (the "Resolutions") proposed at today's General Meeting, relating to the Firm Placing of 14,902,867 New Ordinary Shares at 130 pence per share and Open Offer of 46,289,592 New Ordinary Shares at 130 pence per share, were duly passed without amendment. Resolutions 1 and 3 were passed by the required majority on a show of hands. Resolution 2 which relates to the approval of the Rule 9 Waiver was passed on a poll and the votes cast are as follows: 137,783,621 votes in favour, 17,723,217 votes against and 658,304 withheld. Immediately following completion of the Firm Placing and Open Offer and Admission taking place, Steve Morgan, the Company's Executive Chairman, will be beneficially entitled to 40.4 per cent. of the Company's Enlarged Share Capital of 369,799,938 ordinary shares.

Further details of the Resolutions are set out in the Prospectus, a copy of which can be viewed on the Company's website www.redrowplc.co.uk.

Details of the proxy votes received in advance of the General Meeting in respect of the Resolutions are as follows:

Resolution	For		Against		Withheld	Total (excl votes withheld)
	Number	%	Number	%	Number	Number
1. To authorise the allotment of ordinary shares in connection with the Firm Placing and Open Offer	241,772,903	97.5	6,206,099	2.5	651,571	247,979,002
2. To approve the Rule 9 Waiver (*)	137,767,179	88.6	17,723,217	11.4	658,304	155,490,396
3. To approve the Firm Placing as a related party transaction (**)	149,395,720	96.1	6,099,305	3.9	653,675	155,495,025

* In accordance with the requirements of the Takeover Code, the Concert Party Group (as defined in the Prospectus) did not vote their interest in 93,109,748 Ordinary Shares representing 30.17093 per cent. of the issued share capital of the Company in respect of Resolution 2.

** In accordance with Bridgemere's irrevocable undertaking, Bridgemere did not, and has taken reasonable steps to ensure that its associates (for the purposes of the Listing Rules) did not, vote in respect of Resolution 3.

Notes

1.   Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.

2.   A 'Vote Withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

3.   The issued share capital of the Company as at 15 May 2012 is 308,607,479 Ordinary Shares of 10 pence each.

4.   All percentages are shown to one decimal place.

In accordance with the Listing Rules, the Company has submitted a copy of the Resolutions passed at the General Meeting to the National Storage Mechanism and will shortly be available for inspection at: http://hemscott.com/nsm.do

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

Enquiries:

Redrow plc                                          01244 527411

Steve Morgan, Chairman                                

Barbara Richmond, Group Finance Director

Tulchan Communications                    020 7353 4200

Susanna Voyle/Lucy Legh                                 

HSBC Bank plc                                    020 7991 8888

Sole Financial Adviser

Charles Packshaw

Simon Cloke

Keith Welch

Sole Sponsor and Joint Bookrunner

Nick Donald

Stuart Dickson

BofA Merrill Lynch                               020 7628 1000

Joint Bookrunner

Andrew Tusa

Edward Stratton

J.P. Morgan Cazenove                         020 7588 2828

Joint Bookrunner

Andrew Truscott

Nicholas Hall

A copy of the Prospectus has been submitted to the National Storage Mechanism and is available for inspection at: www.Hemscott.com/nsm.do. Terms used in this announcement shall have the same meaning as set out in the Prospectus.

Copies of the Prospectus are also available for collection at the Company's registered office situated at:              

Redrow plc

St David's Park

Flint

CH5 3RX

United Kingdom

This announcement shall not constitute an offer to buy, sell, issue, subscribe for or otherwise acquire, or the solicitation of an offer to buy, sell or issue, subscribe for or otherwise acquire any securities, nor shall there be any sale 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. 

This announcement has been issued by and is the sole responsibility of Redrow. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by HSBC Bank plc, J.P. Morgan Securities Ltd. or Merrill Lynch International, or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefor whether arising in tort, contract or otherwise is expressly disclaimed. 

This announcement contains certain forward-looking statements which may include reference to one or more of the following: the Group's financial condition, results of operations, cash flows, dividends, financing plans, business strategies, operating efficiencies, budgets, capital and other expenditures, competitive positions, growth opportunities for existing products, plans and objectives of management and other matters. Statements in this announcement that are not historical facts are identified as "forward-looking statements". Such forward-looking statements, including, without limitation, those relating to future business prospects, revenue, interest costs and income of the Group, wherever they occur in this document, are necessarily based on assumptions reflecting the views of Redrow and involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by the forward looking statements. Such forward-looking statements should, therefore, be considered in the light of various important factors. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation, economic and business cycles, the terms and conditions of Redrow's financing arrangements, competition in Redrow's principal markets, acquisitions or disposals of businesses or assets and trends in Redrow's principal industries. These statements are further qualified by the risk factors disclosed in this announcement that could cause actual results to differ materially from those in the forward-looking statements. See the section of the Prospectus entitled "Risk Factors" for further details.

These forward-looking statements speak only as at the date of this document. Nothing in this paragraph is intended to qualify the working capital statement at paragraph 16 of Part 8 (Additional Information) of the Prospectus. Except as required by the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Rules, the London Stock Exchange, the FSMA or applicable law, Redrow does not have any obligation to update or publicly revise any forward-looking statement, whether as a result of new information, further events or otherwise. Except as required by the FSA, the London Stock Exchange, the FSMA or applicable law, Redrow expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statement contained herein to reflect any change in Redrow's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur.

Distribution of this announcement and/or the Application Forms and/or the transfer of New Shares into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this announcement comes should inform themselves of and 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 not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, South Africa, New Zealand or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Australia, Canada, Japan, South Africa, New Zealand or any jurisdiction in which such an offer or solicitation is unlawful. The New Shares have not been and will not be registered under the US Securities Act of 1933 (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, or in a transaction not subject to, 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. Subject to certain exceptions, the New Shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States.

The New Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The New Shares will also not be registered under the securities laws of Australia, Canada, Japan, South Africa and New Zealand 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 Australia, Canada, Japan, South Africa or New Zealand.

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

HSBC Bank plc, J.P. Morgan Securities Ltd. and Merrill Lynch International are acting for Redrow and no one else in connection with the Firm Placing and Open Offer and will not regard any other person as a client in relation to the Firm Placing and Open Offer and will not be responsible to anyone other than Redrow for providing the protections afforded to their respective clients or for providing advice in relation to the Firm Placing and Open Offer or any matters referred to in this announcement.

 

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