Result of General Meeting

RNS Number : 6484L
Connect Group PLC
01 May 2020
 

1 May 2020

Connect Group PLC

(the "Company")

Result of General Meeting

 

On 15 April 2020, the Company announced that its wholly-owned subsidiary, Smiths News Holdings Limited had entered into a conditional share purchase agreement (the "SPA") with Palm Bidco Limited to dispose of The Big Green Parcel Holding Company Limited and each of its subsidiaries, including Tuffnells Parcels Express Limited which trades as 'Tuffnells', on a debt free, cash free basis, for aggregate deferred consideration of £15 million (the "Transaction"). Due to the size of the Transaction relative to the size of the Company, the Transaction constitutes a Class 1 transaction pursuant to the Listing Rules. Accordingly, under the terms of the SPA, the Transaction was therefore conditional on the approval of the Company's shareholders.

The Company published a Circular and Notice of General Meeting also dated 15 April 2020 convening a General Meeting ("GM") to consider and if thought fit pass, an ordinary resolution approving the Transaction (the "Resolution").

The Company announces that at its GM held at 10.00 am today, the Resolution was put to the meeting and was duly passed by shareholders voting by way of a poll. The voting results are shown below.

Resolution

For

Against

Withheld

No. of votes

%

No. of votes

%

No. of votes

1

To approve the Transaction

134,421,251

99.78%

296,335

0.22%

21,356

1.  A "vote withheld" is not a vote in law and is not counted in the calculation of the percentages of the votes cast for and against a resolution.

2.  The number of votes validly cast were in respect of 134,717,586 shares, representing 54.40% of the 247,659,200 issued share capital of the Company, being the total number of shares in issue at 6.30pm on 29 April 2020.

3.  Where shareholders appointed the chairman of the meeting as their proxy with discretion as to voting, their votes were cast in favour of the resolution and have been included in the "For" total.

4.  Percentages are rounded to two decimal places.

 

The Company is pleased to note that, as a result of the Resolution being duly passed by shareholders, the SPA is now unconditional and under its terms completion of the Transaction is expected to occur on Saturday 2 May 2020.

The full text of the Resolution and voting results of the GM will also be made available on the Company's website at www.connectgroupplc.com. A list of questions received from shareholders in advance of the GM (other than any questions which the directors consider to be frivolous or vexatious) together with the Company's answers to these are set out on the Company's website at www.connectgroupplc.com/investors/corporate-transactions .

Gary Kennedy, Chairman, commented:

"We are pleased to have received shareholder approval for this Transaction. The disposal of the Tuffnells business to Palm Bidco Limited will allow the Group to focus relentlessly and without distraction on the market in which its strong position and operational expertise can deliver greatest shareholder value, while ensuring that the Tuffnells business is able to prosper under new ownership."

 

Enquiries and further information  

 

Connect Group PLC

 

Via Buchanan

 

Jonathan Bunting, Interim Chief Executive Officer


Tony Grace, Chief Financial Officer

 


Berenberg (Sponsor, Financial Adviser and Corporate Broker to the Company)

+44 (0)20 3207 7800

Chris Bowman / Toby Flaux

 


Buchanan (PR Adviser to the Company)

+44 (0)20 7466 5000

Richard Oldworth / Jamie Hooper

 


 

Person responsible for arranging release of this announcement:

Stuart Marriner
General Counsel & Company Secretary
Connect Group PLC

Rowan House

Cherry Orchard North

Kembrey Park

Swindon

SN2 8UH

email: cosec@connectgroupplc.com
LEI: 2138004O33ONVOOQXB02

 

Important information relating to financial advisers

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") which is authorised and regulated by the German Federal Financial Supervisory Authority and subject to limited regulation in the United Kingdom by the FCA, is acting solely as sponsor, financial adviser and corporate broker to the Company and for no one else in relation to the proposed transaction, and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Berenberg or for providing advice in relation to the proposed transaction, the contents of this document or any other matters described in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed upon Berenberg by FSMA or the regulatory regime established thereunder, Berenberg does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including as to its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the proposed transaction, and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Berenberg accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

Cautionary statement

This announcement does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any of the same, for any security.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons who are not resident in the United Kingdom should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Forward-looking statements

Certain statements contained in this announcement, constitute or may be deemed to be ''forward looking statements''. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''projects'', ''would'', ''aims'', ''plans'', ''predicts'', ''prepares'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company or the Group or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Company or the Group will operate in the future. These forward-looking statements speak only as at the date of this announcement.

 

 


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