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Shaftesbury PLC (SHB)

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Tuesday 17 November, 2020

Shaftesbury PLC

Results of General Meeting

RNS Number : 6079F
Shaftesbury PLC
17 November 2020
 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA (SUBJECT TO CERTAIN LIMITED EXCEPTIONS), AUSTRALIA, CANADA OR JAPAN 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 CAPITAL RAISING. NEITHER THIS COMMUNICATION NOR ANY PART OF IT SHALL FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY 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 ON THE COMPANY'S WEBSITE AT WWW.SHAFTESBURY.CO.UK.

 

 

17   November 2020

SHAFTESBURY PLC

("Shaftesbury", the "Group" or the "Company")

Results of General Meeting

 

 

 

In connection with the combined prospectus and circular published by Shaftesbury on 22 October 2020 (the "Prospectus") , Shaftesbury is pleased to announce that at the Company's General Meeting held at 10.00 a.m. today the Resolutions set out in the Notice of General Meeting contained within the Prospectus were passed by the requisite majority on a poll.

Resolution

For

Against

Withheld

Votes

%

Votes

%

1. Authority to allot shares

265,631,676

96.98

8,279,070

3.02

273,465

2. Authority to allot shares at a discount

265,004,967

96.75

8,905,779

3.25

273,465

3. Approval of a related party transaction (Norges)

185,443,621

95.77

8,186,512

4.23

873,801

4. Disapplication of pre-emption rights

264,728,079

96.65

9,182,667

3.35

273,465

Notes:

1. The percentages above are rounded to two decimal places.

2. Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).

3. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.

4. Any proxy appointments which gave discretion to the Chairman have been included in the "For" totals.

The voting figures will also be displayed shortly on the Group's website at www.shaftesbury.co.uk .

5. Norges was not permitted to vote on resolution 3 concerning its related party transaction.

 

Resolutions 1, 2 and 3 were passed as ordinary resolutions and resolution 4 was passed as a special resolution.

In accordance with paragraph 9.6.2 of the Listing Rules, two copies of the Resolutions will be submitted to the FCA and will shortly be available for inspection at the FCA document viewing facility: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Capital Raising remains conditional upon (i) the Underwriting and Sponsor's Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms; and (ii) Admission becoming effective.

Application has been made to the FCA and to the London Stock Exchange for the 76,750,000 New Shares to be admitted to the premium segment of the Official List of the FCA 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 in the New Shares will commence by 8.00 a.m. on 18 November 2020.

The New Shares will rank pari passu in all respects with the Existing Shares, including the right to receive dividends or distributions made, paid or declared by Shaftesbury after Admission. The New Shares (in uncertificated form) are expected to be credited to CREST accounts as soon as practicable after 8.00 a.m. on 18 November 2020 and definitive share certificates for the New Shares are expected to be despatched to certificated shareholders, at the risk of the person(s) entitled to them, within ten Business Days of Admission.

Following Admission, the number of Shares that the Company has in issue will be 384,167,537 . The total number of voting rights of the Company will be 384,167,537 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 Guidance and Transparency Rules of the FCA. No shares are held in treasury.

Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the Prospectus, copies of which are available on the Company's website at www.shaftesbury.co.uk .

 

For more information, please contact:

Shaftesbury PLC

+44 207 333 8118

Brian Bickell, Chief Executive

Chris Ward, Finance Director

 


J.P. Morgan Cazenove (Joint Global Coordinator, Joint Bookrunner, and Joint Underwriter)

+44 207 742 4000

Bronson Albery

Barry Meyers

Paul Hewlett

Tara Morrison

 


Liberum Capital Limited (Sponsor, Joint Global Coordinator, Joint Bookrunner and Joint Underwriter)

+44 203 100 2000

Richard Crawley

Jamie Richards

Louis Davies

Miquela Bezuidenhoudt

 


Blackdown Partners (Independent Adviser to the Board of Shaftesbury PLC)

+44 203 807 8484

Peter Tracey

Tom Fyson

 


RMS Partners

+44 203 735 6551

Simon Courtenay

 


MHP Communications

+44 203 128 8788

Reg Hoare / Oliver Hughes / Giles Robinson

[email protected]

 

+44 203 128 8193

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of the Company. This announcement is not a prospectus but an advertisement and investors should not acquire any Shares referred to in this announcement except on the basis of the information contained in the Prospectus published by the Company in connection with the Capital Raising. 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.

Copies of the Prospectus are available on the Company's website at www.shaftesbury.co.uk provided that the Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders in the United States or any other Excluded Territory. 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. The Prospectus provides further details of the New Shares being offered pursuant to the Capital Raising.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for Shares in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for the  New Shares will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any other Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

This announcement is not an offer of securities for sale in the United States. The New Shares, the Application Forms and the Offer for Subscription Application Forms have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, into or within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Shares in the United States.

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 Application Forms and Offer for Subscription Application Forms should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising. 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 activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and authorised and regulated in the United Kingdom by the FCA and the PRA. Liberum Capital Limited ("Liberum" and, together with J.P. Morgan Cazenove, the "Joint Underwriters") is authorised and regulated by the FCA. The Joint Underwriters are not acting for anyone other than the Company and will not be responsible to anyone (whether or not a recipient of this announcement) other than the Company for providing the protections afforded to their clients or for providing advice in relation to the Capital Raising or matters referred to in this announcement.

 

Apart from the responsibilities and liabilities, if any, which may be imposed on any of the Joint Underwriters by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Joint Underwriters nor any of their respective subsidiaries, branches, affiliates, associates, directors, officers, employees or advisers accepts any duty, liability or responsibility whatsoever (whether direct or indirect) to any person for the contents of this announcement or makes any representation or warranty, express or implied, as to the contents of this announcement, including its accuracy, completeness, verification or sufficiency or for any other statement made or purported to be made by it, or on its behalf in connection with the Company, the New Shares or Admission or the Capital Raising and nothing in this announcement is, or will be, relied upon as a promise or representation in this respect, whether or not as to the past, present or future. The Joint Underwriters and their respective subsidiaries, branches, affiliates, associates, directors, officers, employees and advisers each accordingly disclaim to the fullest extent permitted by law all and any duty, liability and responsibility whether arising in tort, contract, statute or otherwise (save as referred to above) in respect of this announcement or any such statement or otherwise. No representation or warranty, express or implied, is made by any of the Joint Underwriters or any of their subsidiaries, branches, affiliates, associates, directors, officers, employees and or advisers as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not as to the past, present or future.

No person has been authorised to give any information or to make any representations other than those contained in this announcement, the Prospectus, the Application Forms and the Offer for Subscription Application Forms, and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Group, J.P. Morgan Cazenove or Liberum. Subject to the Listing Rules, the Prospectus Rules and the Transparency Rules of the Financial Conduct Authority and the Disclosure Requirements (as such terms are defined in the Listing Rules), the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in it is correct as at any subsequent date.

In connection with the Capital Raising, the Joint Underwriters and any of their respective affiliates, in accordance with applicable legal and regulatory provisions and subject to the Underwriting and Sponsor's Agreement, may engage in transactions in relation to the New Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. In connection with the Capital Raising, the Joint Underwriters and any of their respective affiliates, acting as investors for their own accounts may acquire New Shares as a principal position and in that capacity may retain, acquire, purchase, sell, offer to sell or otherwise deal for their own accounts in such New Shares and other securities of the Company or related investments in connection with the Capital Raising or otherwise. Accordingly, references in the Prospectus to the New Shares being issued, offered, acquired, placed or otherwise dealt in should be read as including any issue, offer, subscription, acquisition, placing or dealing by each of the Joint Underwriters and any of their affiliates acting as investors for their own accounts. In addition, certain of the Joint Underwriters or their affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which such Joint Underwriters (or their affiliates) may from time to time acquire, hold or dispose of New Shares. The Joint Underwriters may also coordinate a sell-down in the event that any underwriting crystallises as a result of the Capital Raising. Except as required by applicable law or regulation, the Joint Underwriters and their respective affiliates do not propose to make any public disclosure in relation to such transactions.

 

 

 

 

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