7 October 2009
Balfour Beatty plc
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
BALFOUR BEATTY PLC - RESULT OF GENERAL MEETING
Balfour Beatty plc ('Balfour Beatty') announces that, at the General Meeting held earlier today in relation to its rights issue to raise approximately £353 million (net of rights issue expenses) and the proposed acquisition of Parsons Brinckerhoff Inc., all three of the resolutions set out in the Notice of General Meeting dated 18 September 2009 were duly passed by the holders of ordinary shares in Balfour Beatty.
The passing of these resolutions will enable Balfour Beatty to proceed with the fully underwritten rights issue to raise net proceeds of approximately £353 million announced on 17 September 2009. Accordingly, subject to certain exceptions, Provisional Allotment Letters ('PALs') will be sent today to certificated shareholders on the register as at close of business on 2 October 2009.
The resolutions were passed at the General Meeting on a show of hands. Details of the proxy votes lodged by post and electronically for each resolution were as follows:
|
For |
Against |
Withheld |
Resolution 1 To approve, subject to Resolutions 2 and 3 being passed, the Acquisition |
278,798,979 96.86% |
9,036,097 3.14% |
280,639 |
Resolution 2 Subject to Resolutions 1 and 3 being passed, to increase Balfour Beatty's authorised share capital from £350,000,000 to £500,000,000 by the creation of 300,000,000 additional Ordinary Shares |
278,822,539 96.86% |
9,045,789 3.14% |
247,387 |
Resolution 3 Subject to Resolutions 1 and 2 being passed, to increase the Directors' general authority to allot shares up to a maximum nominal value of £216,887,734. This authority will expire at the earlier of the end of the next Annual General Meeting and 1 July 2010 |
278,256,629 96.67% |
9,599,063 3.33% |
260,023 |
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.
- ENDS -
Further information:
Further information on the acquisition and the rights issue is available on Balfour Beatty's website http://www.balfourbeatty.com/
Enquiries:
Balfour Beatty
Duncan Murray, Director of Corporate Communications
Tel 020 7216 6865
Pelham PR
Andy Cornelius
Gavin Davis
Tel 020 7337 1514
Further details:
It is expected that Balfour Beatty's existing ordinary shares will be marked 'ex-rights' by the London Stock Exchange at 8.00 a.m. on 8 October 2009, when it is also expected that admission of the Nil Paid Rights and the Fully Paid Rights to the Official List and to trading on the London Stock Exchange's market for listed securities will become effective and that dealings will commence in the Nil Paid Rights.
It is expected that PALs in respect of entitlements to New Shares pursuant to the Rights Issue will be posted later today to Qualifying Non-CREST Shareholders (other than, subject to certain limited exceptions, those Qualifying Non-CREST Shareholders with a registered address or resident or located (as applicable) in the United States, Australia, Japan, or South Africa) and that Nil Paid Rights will be credited to the CREST stock accounts of Qualifying CREST Shareholders (subject to the limited exceptions referred to above) and enabled in CREST at, or as soon as practicable after, 8.00 a.m. on 8 October 2009. The latest time and date for acceptance and payment in full under the Rights Issue is 11.00 a.m. on 22 October 2009.
Disclaimer
This announcement shall not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, any Nil Paid Rights, Fully Paid Rights or New Shares or entitlements to Nil Paid Rights, Fully Paid Rights or New Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful. The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. These materials are not for distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Japan or South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Any purchase of, or application for, securities in the Rights Issue should only be made on the basis of information contained in the Prospectus dated 18 September 2009 (the 'Prospectus').
This announcement is not a prospectus but an advertisement and investors should not subscribe for any Nil Paid Rights, Fully Paid Rights or New Shares referred to in this announcement except on the basis of the information contained in the Prospectus. Definitions used in the Prospectus shall have the same meanings when used in this announcement unless the context otherwise requires.
A copy of the Prospectus is available from the registered office of Balfour Beatty at 130 Wilton Road, London, SW1V 1LQ. The Prospectus is currently available for inspection during usual business hours on any weekday (Saturdays, Sundays and bank holidays excepted) until Admission at the offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ.
This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Nil Paid Rights, the Fully Paid Rights and the New Shares have not been, nor will they be, registered under the US Securities Act of 1933, as amended, or under the securities laws of any state in the United States or under the applicable securities laws of Australia, Japan, South Africa or any jurisdiction where to do so would breach any applicable law. There will be no public offer of the Securities in the United States. Subject to certain exceptions, the Nil Paid Rights, the Fully Paid Rights and the New Shares may not be offered or sold in the United States, Australia, Japan or South Africa or any jurisdiction where to do so would breach any applicable law, or to or for the benefit of any national, resident or citizen of the United States, Australia, Japan or South Africa or any jurisdiction where to do so would breach any applicable law. The Nil Paid Rights, the Fully Paid Rights, the New Shares and the PALs 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 Nil Paid Rights, the Fully Paid Rights, the New Shares and the PALs or the accuracy or adequacy of this announcement.
The content of the websites of Balfour Beatty and Parsons Brinckerhoff (or any other websites, including the content of any website accessible from hyperlinks on Balfour Beatty's and Parsons Brinckerhoff's websites) are not incorporated in, and do not form part of this announcement.
The distribution of this announcement and/or the Prospectus and/or the PALs and/or the transfer or offering 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 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.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom 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 the United Kingdom.