31st May 2019 15:00
31 May 2019
Raven Property Group Limited ("Raven" or the "Company")
Result of Annual General Meeting, Directorate change and Tender Offer
Raven announces that, at the Annual General Meeting ("AGM") of the Company held at 10:00 a.m. today, the resolutions set out in the Notice of 2019 AGM dated 29 April 2019, were duly passed following a poll on each resolution.
Defined terms used in this announcement shall have the same meaning as set out in the Notice of 2019 AGM or Tender Offer circular to Shareholders both dated 29 April 2019.
Annual General Meeting Poll Results
Resolution | For (see note 1) | Against (see note 1) | Number of votes withheld (see note 2) | Total votes cast | |||
Number of votes | % | Number of votes | % | ||||
1 | To receive the Annual Report and Accounts | 538,967,952 | 97.40% | 14,411,850 | 2.60% | 4,791 | 553,379,802 |
2 | To approve the Directors' Remuneration Report | 475,910,565 | 86.00% | 77,469,236 | 14.00% | 4,791 | 553,379,801 |
3 | To re-appoint Richard Jewson | 471,065,232 | 85.13% | 82,313,672 | 14.87% | 5,688 | 553,378,904 |
4 | To re-appoint Anton Bilton | 531,364,393 | 96.02% | 22,014,512 | 3.98% | 5,688 | 553,378,905 |
5 | To re-appoint Glyn Hirsch | 538,964,518 | 97.40% | 14,414,387 | 2.60% | 5,688 | 553,378,905 |
6 | To re-appoint Mark Sinclair | 538,964,518 | 100.00% | 6,465 | 0.00% | 14,413,610 | 538,970,983 |
7 | To re-appoint Colin Smith | 538,962,667 | 100.00% | 8,316 | 0.00% | 14,413,610 | 538,970,983 |
8 | To re-appoint Christopher Sherwell | 463,344,823 | 83.76% | 89,805,472 | 16.24% | 234,297 | 553,150,295 |
9 | To re-appoint David Moore | 519,410,342 | 93.90% | 33,739,953 | 6.10% | 234,297 | 553,150,295 |
10 | To re-appoint Michael Hough | 538,964,518 | 97.40% | 14,414,387 | 2.60% | 5,688 | 553,378,905 |
11 | To re-appoint Ernst & Young as auditors | 552,124,564 | 99.77% | 1,255,238 | 0.23% | 4,791 | 553,379,802 |
12 | To authorise the Directors to fix the remuneration of the auditors | 545,274,064 | 98.54% | 8,105,737 | 1.46% | 4,791 | 553,379,801 |
13 | To authorise the Directors to allot ordinary shares, convertible preference shares and preference shares | 538,964,886 | 97.40% | 14,414,916 | 2.60% | 4,791 | 553,379,802 |
14* | To authorise the Company to make market purchases of its ordinary shares | 553,374,738 | 100.00% | 5,064 | 0.00% | 4,791 | 553,379,802 |
15* | To authorise the Company to make market purchases of its convertible preference shares | 538,966,816 | 97.40% | 14,412,986 | 2.60% | 4,791 | 553,379,802 |
16* | To authorise the Company to make market purchases of its preference shares | 553,374,738 | 100.00% | 5,064 | 0.00% | 4,791 | 553,379,802 |
17* | To authorise the Company to make market purchases of its ordinary shares pursuant to the tender offer buy back | 545,273,146 | 98.54% | 8,106,655 | 1.46% | 4,791 | 553,379,801 |
18* | To dis-apply pre-emption rights on the issue of ordinary shares | 538,964,886 | 97.40% | 14,414,019 | 2.60% | 5,688 | 553,378,905 |
19* | To dis-apply pre-emption rights on the issue of ordinary shares for a specific transaction | 538,964,886 | 97.40% | 14,414,019 | 2.60% | 5,688 | 553,378,905 |
VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHAREHOLDER
As the Company has a controlling shareholder, Invesco Asset Management Limited (as agent for and on behalf of its discretionary managed clients), as defined in the Financial Conduct Authority's Listing Rules, each resolution to elect an independent director (resolutions 8, 9 and 10) has under Listing Rule 9.2.2E been approved by a majority of the votes cast by:
· the shareholders of the Company as a whole; and
· the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder as shown in the table below.
Resolution | For (see note 1) | Against (see note 1) | Number of votes withheld (see note 2) | Total votes cast | |||
Number of votes | % | Number of votes | % | ||||
8 | To re-appoint Christopher Sherwell | 269,478,072 | 75.00% | 89,805,472 | 25.00% | 234,297 | 359,283,544 |
9 | To re-appoint David Moore | 325,543,591 | 90.61% | 33,739,953 | 9.39% | 234,297 | 359,283,544 |
10 | To re-appoint Michael Hough | 345,097,767 | 95.99% | 14,414,387 | 4.01% | 5,688 | 359,512,154 |
*Special Resolution
Notes:
1. "Votes For" includes those giving the Chairman discretion and votes "For" and "Against" are expressed as a percentage of votes received.
2. A "Vote Withheld" is not a vote in law and is not counted in the calculation of the votes "For" and "Against" a resolution.
3. The total number of Ordinary Shares in issue at 6.00 p.m. on 29 May 2019 was 625,004,011, 88.54% of the voting capital was instructed.
Changes to Directors
As set out in the Company's 2018 Annual Report, Stephen Coe stepped down as a Director of the Company with effect from today. Michael Hough who was reappointed at today's AGM will now become chairman of the Audit Committee.
Results of the Tender Offer and change to conversion factor
Raven can confirm that a total of 287,776,478 Ordinary Shares have been tendered in connection with the Tender Offer. Tenders for up to and including the Tender Offer Entitlement of 2 Ordinary Share for every 51 Ordinary Shares at 45 pence per share will be met in full. Tenders received for surplus Ordinary Shares will be met at the rate of 0.011873681 Ordinary Shares for each surplus Ordinary Share tendered over and above the tender offer entitlement of 2 for 51, rounded down to the nearest whole Ordinary Share.
The 24,509,961 Ordinary Shares purchased by the Company pursuant to the Tender Offer will be cancelled and this will result in a payment of approximately £11 million by the Company. Payment will be made to shareholders by 12 June 2019.
Following the Tender Offer and in accordance with the Articles the conversion factor of the Convertible Preference Shares (ISIN: GG00BYVFCC74) has been adjusted to 1.553.
In accordance with Listing Rule 9.6.2R, copies of resolutions 14 to 19 passed at today's Annual General Meeting and copies of the resolutions passed at today's class meetings will be submitted to the National Storage Mechanism and will shortly be available for viewing online at: http://www.morningstar.co.uk/uk/nsm.
Enquiries
Raven Property Group Limited Anton Bilton Glyn Hirsch
| Tel: + 44 (0) 1481 712955 |
Novella Communications Tim Robertson Fergus Young
| Tel: +44 (0) 203 151 7008 |
N+1 Singer Corporate Finance - James Maxwell / James Moat Sales - Alan Geeves / James Waterlow
| Tel: +44 (0) 20 7496 3000 |
Numis Securities Limited Alex Ham / Jamie Loughborough / Alasdair Abram
| Tel: + 44 (0) 207 260 1000 |
Renaissance Capital (South Africa) Yvette Labuschagne
| Tel: +27 (11) 750 1448 |
Renaissance Capital (Moscow) David Pipia
| Tel: + 7 495 258 7770 |
Ravenscroft Jade Cook
| Tel: + 44 (0) 1481 729100 |
About Raven Property Group
Raven Property Group Limited was founded in 2005 to invest in class A warehouse complexes in Russia and lease to Russian and International tenants. Its Ordinary Shares and preference shares are listed on the Main Market of the London Stock Exchange and admitted to the Official List of the UK Listing Authority and the Official List of The International Stock Exchange ("TISE"). Its Ordinary Shares also have a secondary listing on the main board of the Johannesburg Stock Exchange and the Moscow Stock Exchange. Its convertible preference shares are admitted to the Official List of TISE and to trading on the SETSqx market of the London Stock Exchange. The Group operates out of offices in Guernsey, Moscow and Cyprus and has an investment portfolio of circa 1.9 million square metres of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don, Novosibirsk and Nizhny Novgorod and 49,000 square metres of commercial office space in St Petersburg. For further information visit the Company's website: www.theravenpropertygroup.com
Related Shares:
RAV.L