Result of Meeting

RNS Number : 9039P

Wolseley PLC

01 April 2009

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN OR SOUTH AFRICA

1 April 2009

Wolseley plc

Result of General Meeting 

Wolseley plc is pleased to announce that at a General Meeting held earlier today, all resolutions proposed at the Meeting to approve the Placing of 225,000,000 Existing Shares at 120 pence per Existing Share, the Capital Reorganisation and the 11 for 5 Rights Issue (taking into account the Capital Reorganisation) of up to 206,043,204 New Ordinary Shares at a price of 400 pence per New Ordinary Share were duly passed without amendment by the required majority on a show of hands. Full details of each of the Resolutions were set out in a Circular to shareholders of Wolseley plc published on 9 March 2009. Details of the Resolutions can also be viewed on the Company's website, www.wolseley.com.

John Whybrow, Chairman, of Wolseley plc, commented:  'We thank shareholders for their support.  Following the completion of the comprehensive financial restructuring the Company's balance sheet will be substantially strengthened. In addition, the clear focus on those core markets where Wolseley has built leading positions will enable the Group to maintain investment in our key most profitable markets and remain strongly positioned to capitalise on future market recovery.'

A breakdown of the proxy votes lodged prior to the General Meeting is set out below:

RESOLUTION NUMBER	IN FAVOUR		DISCRETIONARY		AGAINST		WITHHELD
	VOTES	%*	VOTES	%*	VOTES	%*	VOTES
1	444,970,792	99.81	104,139	0.02	739,835	0.17	819,691
2	442,105,917	99.17	100,440	0.02	3,588,402	0.81	839,698
3	444,804,721	99.78	100,506	0.02	887,490	0.20	841,740
4	445,034,645	99.83	105,440	0.02	657,617	0.15	836,755
5	444,223,283	99.65	98,899	0.02	1,483,086	0.33	829,189
6	444,928,748	99.80	112,569	0.03	746,727	0.17	846,413

* percentage of Votes cast excludes withheld votes

Total number of votes cast by proxy was 446,634,457

As at the close of business on 31 March 2009, the issued share capital was 661,988,537 ordinary shares.

In accordance with Listing Rule 9.6.2, two copies of the Resolutions passed at the General Meeting have been submitted for publication through the Document Viewing Facility of the UK Listing Authority and will shortly be available for inspection at:

Financial Services Authority

25 The North Colonnade
Canary Wharf

London E14 5HS
Tel: [phone]

Set out below is an expected timetable of principal events in relation to the Placing, Capital Reorganisation and Rights Issue. 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Time and/or date
Issue of the Placing Shares	1 April 2009
Record Date	close of business on 1 April 2009
Placing Admission	8.00 am on 2 April 2009
10p Ordinary Shares arising on the Capital Reorganisation credited to stock accounts in CREST	8.00 am on 2 April 2009
Despatch of Provisional Allotment Letters (to Qualifying non-CREST Shareholders only)	2 April 2009
Dealings in New Ordinary Shares, nil paid, commence on the London Stock Exchange and 10p Ordinary Shares marked 'ex-rights'	8.00 am on 3 April 2009
Nil Paid Rights credited to stock accounts in CREST of Qualifying CREST Shareholders	8.00 am on 3 April 2009
Nil Paid Rights and Fully Paid Rights enabled in CREST	8.00 am on 3 April 2009
Date of despatch of definitive share certificates for the 10p Ordinary Shares arising on the Capital Reorganisation in certificated form	by no later than 9 April 2009
Recommended latest time and date for requesting withdrawal of Nil Paid Rights or Fully Paid Rights from CREST	4.30 pm on 15 April 2009
Recommended latest time for depositing renounced Provisional Allotment Letters, nil or fully paid , into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account	3.00 pm on 16 April 2009
Latest time and date for splitting Provisional Allotment Letters, nil or fully paid	3.00 pm on 17 April 2009
Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters	11.00 am on 21 April 2009
Commencement of dealings in New Ordinary Shares, fully paid, on the London Stock Exchange	8.00 am on 22 April 2009
New Ordinary Shares credited to CREST stock accounts	8.00 am on 22 April 2009
Date of despatch of definitive share certificates for the New Ordinary Shares in certificated form	by no later than 29 April 2009

(1)    References to times in this announcement are to London time unless otherwise stated.

(2)    The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by Wolseley in consultation with or, if required, with the agreement of, the Underwriters, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Qualifying Shareholders. 

Capitalised terms used, but not defined, in this announcement have the same meanings as given to them in the Prospectus.

ENQUIRIES:

Analysts/Investors:

Wolseley plc

Derek Harding                                                                  [phone]
Director of Group Strategy and Investor Relations                [phone]

Media:

Mark Fearon                                                                     [phone]
Director of Corporate Communications

Brunswick                                                                         [phone]
Andrew Fenwick
Kate Miller


Disclaimer

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

This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Share Issue. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Provisional Allotment Letter, Nil Paid Rights, Fully Paid Rights, Placing Shares and/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 at Wolseley plc's registered office.

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia).  This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered in the United States absent registration or an exemption from, or in transactions not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities referred to herein in the United States.

 

END

 

 

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