Result of GM

RNS Number : 4832Y

Connect Group PLC

01 December 2014

 



NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. THE ANNOUNCEMENT IS AN ADVERTISMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT. PLEASE SEE THE IMPORTANT INFORMATION SECTION BELOW.

Connect Group PLC
("Connect Group" or "the Group")

General Meeting

Connect Group announces that the resolution proposed at its General Meeting held earlier today to approve the proposed acquisition of The Big Green Parcel Holding Company Limited (also known as "Tuffnells Parcels Express")  was duly passed by the requisite majority of shareholders with 84.59% per cent. voting in favour.

Completion of the transaction remains subject to certain conditions and further updates will be made in due course.

Voting on the shareholder resolution was conducted by poll and the votes cast are detailed below:

Resolution	For		Against		Withheld
To approve the acquisition by Smiths News Holdings Limited, a wholly-owned subsidiary of Connect Group, of the entire issued share capital of The Big Green Parcel Holding Company Limited pursuant to the Acquisition Agreement	116,206,382	84.59%*	21,171,673	15.41%*	208,639

                         
*percentage of votes cast

Notes:

a)   The votes "for" include those votes giving the Chairman discretion

b)   A "vote withheld" is not counted towards the votes cast "for" or "against" a resolution

c)   The total number of shares in issue at 6:00pm 27 November was 189,480,327

The full text of the resolution is contained in the Notice of General Meeting set out in the prospectus and joint circular dated 12 November 2014 (the "Prospectus") which is available on the Group's website at www.connectgroupplc.com.

In accordance with the Listing Rules, a copy of the resolution passed at the General Meeting will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/nsm.

The Record Date for entitlement under the Rights Issue was the close of business on 27 November 2014. Provisional Allotments Letters are expected to be posted today to Qualifying Non-CREST Shareholders other than (subject to certain exceptions) Shareholders in the Excluded Territories. CREST stock accounts of Qualifying CREST Shareholders are expected to be credited with Nil Paid Rights as soon as practicable after 8.00am on 2 December 2014.

It is expected that admission of the 54,136,442 New Ordinary Shares (nil paid) will occur at or around 8.00am on 2 December 2014.

The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is expected to be 11.00am on 16 December 2014.

On 13 November 2014, the Company issued 2,779 Ordinary Shares pursuant to the terms of the Company's Sharesave Scheme.  Consequently, a further number of 794 New Ordinary Shares fall to be issued pursuant to the Rights Issue, with such shares also expected to be admitted on 2 December 2014. 

Capitalised terms used in the announcement have the meanings given to them in the Prospectus.

Stuart Marriner
Company Secretary

Enquiries:

Connect Group PLC
Mark Cashmore, Group Chief Executive
Nick Gresham, Chief Financial Officer Tel: [phone]
www.connectgroupplc.com
Buchanan
Gabriella Clinkard Tel: [phone]

www.buchanan.uk.com

IMPORTANT NOTICES

This announcement has been issued by and is the sole responsibility of the Company.

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement cannot be relied upon for any investment contract or decision. The information in this announcement is subject to change.

A copy of the Prospectus is available from the registered office of the Company and on the Company's website at www.connectgroupplc.com provided that the Prospectus is not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the Excluded Territories. Neither the content of the Company's or Tuffnell's websites nor any website accessible by hyperlinks on the Company's or Tuffnell's websites is incorporated in, or forms part of, this announcement and no reliance should be placed on them. The Prospectus provides further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters and the New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act"), or with any securities regulatory authority or under the relevant laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, into or within the United States except pursuant to an 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. The New Ordinary Shares are being offered and sold (i) outside the United States in reliance on Regulation S under the Securities Act; and (ii) in the United States to persons reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("Rule 144A") in reliance on Rule 144A or another exemption from the registration requirements of the Securities Act. Prospective investors are hereby notified that the sellers of Ordinary Shares may be relying upon the exemption from the provisions of section 5 of the Securities Act provided by Rule 144A.

Neither the US Securities and Exchange Commission ("SEC"), nor any securities regulatory authority of any State of the United States, has approved the Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters, New Ordinary Shares or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions and take legal advice, as necessary. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement does not constitute an offer to sell or the solicitation of an offer to purchase any securities in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. In particular, the information contained herein is not for release, publication or distribution, directly or indirectly, in or into Australia, Canada, New Zealand, Japan, South Africa, the United States or any other Excluded Territory and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of the securities laws or regulations of such jurisdiction. No public offering of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares is being made in any such jurisdiction.

 

END

 

 

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