Result of EGM

RNS Number : 9590Q

Phoenix Spree Deutschland Limited

03 March 2016

 

3 March 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Phoenix Spree Deutschland Limited

(the "Company")

Results of Extraordinary General Meeting and Initial Issue

On 9 February 2016, the Board of Phoenix Spree Deutschland Limited announced details of a proposed fundraising pursuant to which gross proceeds of £33.0 million were conditionally raised by way of a Firm Placing and additional gross proceeds of up to £5.0 million were available by way of an Offer for Subscription (together the "Initial Issue"), all at 168 pence per New Share ("Initial Issue Price"). The Board also announced a proposed Placing Programme to enable the Company to raise capital in an efficient and cost-effective manner over the next 12 months (together with the Initial Issue, the "Issues"). The Issues are conditional, inter alia, on Shareholder approval.

The Board is pleased to announce that at the Extraordinary General Meeting held at 10.00 a.m. today, the Resolutions set out in the Circular sent to Shareholders on 9 February 2016 in connection with the Issues were duly passed on a show of hands.

Details of the proxies from Shareholders in respect of each Resolution are set out below:

Resolution	For		Against		Withheld
	Number	%	Number	%	Number
1	18,472,977	99.03	180,033	0.97	15,000
2	18,272,983	97.88	395,027	2.12	0

The voting figures will also be displayed shortly on the Group's website www.phoenixspree.com.               

In accordance with paragraph 9.6.2 of the Listing Rules, the Resolutions will shortly be available for inspection at the FCA document viewing facility: http://www.morningstar.co.uk/uk/NSM.

The Board is also pleased to announce the results of the Initial Issue. Based on valid applications and commitments received, the gross proceeds of the Initial Issue have been determined to be £38.0 million (approximately £36.6 million net of expenses).

A total of 22,619,047 New Shares will be issued at the Initial Issue Price (subject to the conditions noted below), of which 19,642,857 New Shares will be issued pursuant to the Firm Placing and 2,976,190 New Shares will be issued pursuant to the Offer for Subscription.

The Initial Issue remains conditional upon, amongst other things, (a) the Sponsor and Placing Agreement becoming wholly unconditional (save as to Initial Admission) and not having been terminated in accordance with its terms prior to Initial Admission; and (b) Initial Admission occurring by 8.00 a.m. on 4 March 2016 (or such later date, not being later than 31 March 2016, as the Company and Liberum may agree).

Application has been made to the Financial Conduct Authority ("FCA") and to the London Stock Exchange for the 22,619,047 New Shares to be admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's Main Market for listed securities respectively. It is expected that Admission will become effective and that dealings for normal settlement in the New Shares will commence at 8.00 a.m. on 4 March 2016.

The New Shares issued under the Initial Issue will rank pari passu in all respects with the existing Shares including the right to receive any dividend for the period from 1 July 2015 to 31 December 2015.

Following Admission, the number of Shares that the Company has in issue will be 92,491,345. No shares are held in treasury. The total number of voting rights of the Company will be 92,491,345 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to, their interest in the Company under the Disclosure and Transparency Rules of the FCA.  

Robert Hingley, Chairman of Phoenix Spree Deutschland, commented:

"I am delighted at the success of the fund raising which will enable us to continue to grow the portfolio, particularly in Berlin where a significant market opportunity exists. The placing programme, approved today, will allow us to continue to access the market to take advantage of acquisition opportunities as they arise, to increase our exposure to the highly attractive German residential market."

For further information please contact:

PMM Partners UK Limited (Property Advisor) Mike Hilton Matthew Northover Paul Ruddle Stuart Young	[phone]
Liberum Capital Limited (Sponsor and Bookrunner) Shane Le Prevost Richard Crawley Christopher Britton Jill Li	[phone]
Bell Pottinger (Financial Public Relations) Nick Lambert Victoria Geoghegan Elizabeth Snow	[phone]

IMPORTANT INFORMATION

Terms defined in the Prospectus have the same meaning when used in this announcement, unless the context requires otherwise.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else in connection with any Admission and the Issues and the other transactions and arrangements referred to in this announcement and is not acting for, nor will it be responsible to any other person (whether or not a recipient of this announcement) in connection with, any Admission and the Issues including for providing the protections afforded to clients of Liberum or for providing advice in connection with any Admission, the Issues, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement. Liberum is not responsible for the contents of this announcement. Liberum has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Liberum nor does it make any representation or warranty, express or implied, for the accuracy of any information or opinion contained in this announcement or for the omission of any information. Liberum disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement. This does not exclude or limit any responsibilities which Liberum may have under FSMA or the regulatory regime established thereunder.

The distribution of this announcement and other documents and/or information in connection with any Admission and the Issues in other jurisdictions may be restricted by law and therefore neither this announcement nor any other documents and/or information in connection with any Admission and the Issues may be published, distributed or transmitted by any means or media directly or indirectly, in whole or in part in or into any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession any document and/or other information referred to herein 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 jurisdictions. This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer would be unlawful. In particular, this announcement does not constitute an offer to buy securities, and it is not for distribution, directly or indirectly, in or into the United States of America, Canada, Australia, the Republic of South Africa, or Japan.

The information contained in this announcement does not constitute an offering of securities for sale in the United States. The Shares have not been, and will not be, registered under the United States Securities Act 1933 (as amended) nor under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States of America or of any province or territory of Canada, Australia, the Republic of South Africa or Japan, nor in any country or territory where to do so may contravene local securities laws or regulations and will not be made to any national, resident or citizen of the United States of America, Canada, Australia, the Republic of South Africa or Japan. In addition, the Company has not been, and will not be, registered under the United States Investment Company 1940 (as amended).

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

 

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