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Result of AGM

31st May 2019 15:00

RNS Number : 8016A
Raven Property Group Limited
31 May 2019
 

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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
RAGUAAORKBAVOAR

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