Result of General Meeting

RNS Number : 1017H

Terrace Hill Group PLC

14 May 2014

 



THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OUTSIDE OF THE UNITED KINGDOM, INCLUDING IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS.

This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any new ordinary shares of Terrace Hill Group plc in any jurisdiction in which any such offer or solicitation would be unlawful.

Terrace Hill Group plc (the "Company")

(to be re-named Urban&Civic plc)

Result of General Meeting, notice of cancellation of trading on AIM and move to the Official List and the Main Market

Further to the announcements made on 28 April 2014 in respect of the proposed acquisition of Urban&Civic and the Placing to raise £170 million, the Company is pleased to announce that, at the General Meeting of the Company held at 09.00 a.m. today, the Special Resolution, set out in the notice of meeting included within the Circular published on 28 April 2014, was duly passed by the requisite majority on a poll:

Votes for	% votes for	Votes against	% votes against	Votes withheld
168,669,073	99.841	267,027	0.159	1,812

Defined terms used in this announcement have the same meanings as in the Circular referred to above.

Cancellation of trading on AIM:

Trading in the Existing Ordinary Shares of the Company on AIM will be cancelled after the close of trading on 21 May 2014.

Employee Offer:

Valid applications for, in aggregate, 659,967 Consolidated Shares were received under the Employee Offer.  All of such applications will be met in full.

Timetable:

The record date for the Share Consolidation is 6.00pm on 21 May.

Completion of the Acquisition and Admission to the Official List and the Main Market (including the Employee Shares) are expected to take place on 22 May 2014.

Enquiries:

Terrace Hill Group plc                                                                                    020 7631 1666

Philip Leech

Jon Austen

Oriel Securities                                                                                              020 7710 7600

(Nominated adviser to Terrace Hill and Joint Bookrunner to the Enlarged Group)

Mark Young

David Arch

FTI Consulting                                                                                                020 3727 1000

(Financial Public Relations advisor)

Richard Sunderland

Stephanie Highett

Nick Taylor

Will Henderson

THE MATERIAL SET FORTH IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES.

The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any jurisdiction.

 

END

 

 

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