EGM Results

RNS Number : 4217B

Assura Group Limited

17 February 2011

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM 
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT 
LAWS OF THAT JURISDICTION

Assura Group Limited ("Assura" or the "Company")

Result of Extraordinary General Meeting ("EGM")

17 February 2011

Further to the announcement on 19 January 2011 of the recommended offer by Assura for the entire issued and to be issued ordinary share capital of AHMP and the posting on 27 January 2011 of the Offer Document, the Prospectus and the Circular, the Board of Assura are pleased to announce that, at the EGM held earlier today, the seven resolutions referred to below and set out in Assura's notice of extraordinary general meeting contained at the end of the Circular were passed, without modification, by the requisite majorities. 

The number of proxy votes lodged for each resolution before the meeting was as follows:

Resolution	For	% For	Against	% Against	Total Votes	Votes Withheld
1. Approval of Acquisition	269,340,953	100.00	0	0.00	269,340,953	713,850
2. Approval of related party transaction	189,021,217	100.00	0	0.00	189,021,217	81,033,586
3. Granting of authority to allot shares	269,618,120	99.96	106,979	0.04	269,618,120	329,704
4. Granting of authority to allot Firm Placing Shares	269,338,697	100.00	2,256	0.00	269,338,697	713,850
5. Granting authority to purchase own shares	269,725,099	100.00	0	0.00	269,725,099	329,704
6. Amendment of Articles	270,053,804	100.00	1,000	0.00	270,053,804	0
7. Granting authority to disapply pre-emption rights	270,049,048	100.00	5,756	0.00	270,049,048	0

Two copies of the resolutions passed at the meeting concerning special business have been submitted to the National Storage Mechanise ("NSM") and will shortly be available for inspection at the NSM's website http://www.hemscott.com/nsm.do

The Offer remains conditional upon the satisfaction or (where applicable) waiver of the remaining Conditions set out in the Offer Document including, amongst others, the acceptance condition being satisfied or waived. The First Closing Date of the Offer is today.

It is expected that the Offer will become wholly unconditional and the admission of the Consideration Shares and Firm Placed Shares to trading on the main market of the London Stock Exchange will become effective at 8.00 a.m. on 22 February 2011.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Prospectus dated 27 January 2011.

Enquiries:

Assura Group Limited	01928 737 000
Nigel Rawlings, CEO
Conor Daly, Company Secretary
Cenkos Securities	020 7397 8900
Ian Soanes
Adrian Hargrave
Investec	020 7597 5970
Gary Clarence
Daniel Adams
Financial Dynamics	020 7831 3113
Ben Atwell
Ben Brewerton

Disclaimer:

The release, publication or distribution of this announcement in certain jurisdictions other than the United Kingdom may be restricted by law. The availability of the New Assura Shares under the terms of the Offer (if made) and the Placing and Open Offer to persons who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom or who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

Unless otherwise determined by Assura or required by the Code and permitted by applicable law and regulation, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would constitute a breach of the securities laws in that jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

This announcement is not an offer of securities for sale in the United States and the New Assura Shares, which will be issued in connection with the Offer (if made) and the Placing and Open Offer, have not been, and will not be, registered under the US Securities Act 1933 or under the securities law of any state, district or other jurisdiction of the United States, Canada, Japan, Australia or the Republic of South Africa (Restricted Territories) and no regulatory clearance in respect of the New Assura Shares has been, or will be, applied for in any jurisdiction other than the United Kingdom.

The New Assura Shares may not be offered, sold, or delivered, directly or indirectly, in, into or from the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act 1933 or such other securities laws. The New Assura Shares may not be offered, sold or delivered, directly or indirectly, in, into or from any Restricted Territory or to, or for the account or benefit of, any Restricted Overseas Persons except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions.

 

END

 

 

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