Result of EGM

RNS Number : 3888O

Chemring Group PLC

08 February 2016

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE REGISTERED OFFICE OF CHEMRING GROUP PLC AND ON ITS WEBSITE AT WWW.CHEMRING.CO.UK.

8 February 2016

Chemring Group PLC ("Chemring" or the "Company")

Results of General Meeting

The Board of Chemring is pleased to announce that at today's General Meeting all resolutions regarding the proposed Rights Issue, as set out in the notice of general meeting contained in the Prospectus, were passed. The results of the vote are as follows:

Resolution	Votes for1 2	Votes against	Votes withheld3	Total votes cast	Result
Resolution 1	157,600,693	3,196,050	332,830	160,796,743	Passed
	98.01%	1.99%
Resolution 2	153,014,119	6,367,009	1,748,445	159,381,128	Passed
	96.01%	3.99%

Notes:

¹ Votes in favour include proxy votes where the Chairman of the General Meeting was given discretion regarding how to vote.

² Percentages are rounded to two decimal places.

³ A 'vote withheld' is not a vote under English law and is not counted in the calculation of votes 'for' and 'against' the Resolution.

The Record Date for entitlements under the Rights Issue was the close of business on 5 February 2016, Qualifying non-CREST Shareholders (subject to certain exceptions) will be sent Provisional Allotment Letters today, and Qualifying CREST Shareholders (subject to certain exceptions) will receive a credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled as soon as practicable after 8.00 a.m. on 9 February 2016.

Applications have been made to the UK Listing Authority for 85,915,828 New Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for 85,915,828 New Shares to be admitted to trading on the main market for listed securities of the London Stock Exchange. It is expected that Admission will become effective and dealings (for normal settlement) in the New Shares will commence, nil paid, at 8.00 a.m. on 9 February 2016.

The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is 11.00 a.m. on 23 February 2016.

The Rights Issue has been fully underwritten by Investec Bank plc, JPMorgan Cazenove and Barclays.

Copies of the resolutions have been submitted to the National Storage Mechanism in accordance with rule 9.6.2R and 9.6.3R of the UK Listing Rules and will be available for inspection at www.morningstar.co.uk/uk/NSM 

Capitalised terms not defined herein, are defined in Part XI of the combined prospectus and circular published by the Company on 21 January 2016.

Enquiries:

Chemring Group PLC
Michael Flowers	Group Chief Executive	[phone]
Steve Bowers	Group Finance Director
Rupert Pittman	Group Director of Corporate Affairs
MHP Communications
Andrew Jaques		[phone]
John Olsen
James White
Rothschild (Financial Adviser)
John Deans		[phone]
Richard Sedlacek
Investec Bank PLC (Joint Sponsor, Joint Global Co-ordinator and Joint Bookrunner)
Keith Anderson		[phone]
Christopher Baird Carlton Nelson
J.P. Morgan Cazenove (Joint Sponsor, Joint Global Co-ordinator and Joint Bookrunner)
Robert Constant		[phone]
Laurene Danon
Steve Smith

Barclays (Co-Bookrunner)

Barry Meyers

[phone]

Ben West

IMPORTANT NOTICE:

This announcement has been issued by and is the sole responsibility of Chemring. This announcement is not a prospectus but an advertisement and investors should not acquire 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. The information contained in this announcement is for background purposes only and does not purport to be full or complete.  No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change

A copy of the Prospectus is available from the registered office of Chemring and on Chemring's website at www.chemring.co.uk. The Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders in the United States or the Commonwealth of Australia, its territories and possessions, Canada, Japan and the Republic of South Africa (each an "Excluded Territory"). Neither the content of Chemring's website nor any website accessible by hyperlinks on Chemring's website is incorporated in, or forms part of, this announcement. The Prospectus gives further details of the New Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

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. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Provisional Allotment Letters (once printed) should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

Recipients of this announcement and/ or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Notice to all investors

J.P. Morgan Securities plc (which conducts its UK investment banking services as "J.P. Morgan Cazenove") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Investec Bank plc ("Investec") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Barclays Bank PLC ("Barclays") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. N M Rothschild & Sons Limited ("Rothschild") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Cazenove, Investec, Barclays and Rothschild are acting for Chemring and are acting for no one else in connection with the Rights Issue and will not regard any other person as a client in relation to the Rights Issue and will not be responsible to anyone other than Chemring for providing the protections afforded to their respective clients, nor for providing advice in connection with the Rights Issue or any other matter, transaction or arrangement referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove and Investec in their capacities as Joint Sponsors by the FSMA, none of J.P. Morgan Cazenove, Investec, Barclays or Rothschild accept any responsibility or liability whatsoever and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Chemring or the Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters, New Shares or the Rights Issue and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of J.P. Morgan Cazenove, Investec, Barclays and Rothschild 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 above) which it might otherwise have in respect of this announcement or any such statement. Each of J.P. Morgan Cazenove, Investec, Barclays and Rothschild and/or their affiliates provides various investment banking, commercial banking and financial advisory services from time to time to Chemring.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by Chemring or J.P. Morgan Cazenove, Investec, Barclays or Rothschild. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules of the Financial Conduct Authority, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of Chemring since the date of this announcement or that the information in it is correct as at any subsequent date.

 

END

 

 

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