15th Jun 2016 18:00
15 June 2016
Raven Russia Limited ("Raven Russia" or the "Company")
Result of AGM and Tender Offer
Raven Russia announces that, at the Annual General Meeting of the Company held at 11:00 a.m. today, all resolutions put to ordinary shareholders were duly passed.
Defined terms used in this announcement shall have the same meaning as set out in the Tender Offer circular to shareholders dated 17 May 2016.
A summary of the votes lodged by proxy is as follows:
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 | 598,114,178 | 99.65 | 2,097,807 | 0.35 | 1,346 | 600,211,985 |
2 | To approve the Directors' Remuneration Report | 574,917,151 | 96.62 | 20,125,300 | 3.38 | 5,170,880 | 595,042,451 |
3 | To approve the changes to the Directors' remuneration policy | 454,050,083 | 76.31 | 140,992,367 | 23.69 | 5,170,880 | 595,042,450 |
4 | To approve the terms of the retention scheme | 454,070,266 | 76.31 | 140,971,056 | 23.69 | 5,172,008 | 595,041,322 |
5 | To re-appoint Richard Jewson | 578,924,674 | 96.45 | 21,286,414 | 3.55 | 2,243 | 600,211,088 |
6 | To re-appoint Anton Bilton | 581,013,057 | 96.80 | 19,198,031 | 3.20 | 2,243 | 600,211,088 |
7 | To re-appoint Glyn Hirsch | 584,812,066 | 97.43 | 15,399,022 | 2.57 | 2,243 | 600,211,088 |
8 | To re-appoint Mark Sinclair | 584,812,066 | 100.00 | 11,627 | - | 15,389,638 | 584,823,693 |
9 | To re-appoint Colin Smith | 584,812,066 | 100.00 | 11,627 | - | 15,389,638 | 584,823,693 |
10 | To re-appoint Christopher Sherwell | 578,924,674 | 96.45 | 21,287,311 | 3.55 | 1,346 | 600,211,985 |
11 | To re-appoint Stephen Coe | 578,326,080 | 96.35 | 21,885,905 | 3.65 | 1,346 | 600,211,985 |
12 | To re-appoint David Moore | 578,326,080 | 96.35 | 21,885,905 | 3.65 | 1,346 | 600,211,985 |
13 | To re-appoint Ernst & Young as auditors | 600,199,813 | 100.00 | 11,275 | - | 2,243 | 600,211,088 |
14 | To authorise the Directors to fix the remuneration of the auditors | 600,199,733 | 100.00 | 12,252 | - | 1,346 | 600,211,985 |
15 | To authorise the Directors to allot ordinary shares and preference shares | 584,779,998 | 97.43 | 15,430,531 | 2.57 | 2,802 | 600,210,529 |
16* | To authorise the Company to make market purchases of its ordinary shares | 600,096,899 | 99.98 | 115,086 | 0.02 | 1,346 | 600,211,985 |
17* | To authorise the Company to make market purchases of its preference shares | 600,267,627 | 99.98 | 110,253 | 0.02 | 1,346 | 600,377,880 |
18* | To authorise the Company to make market purchases of its ordinary shares pursuant to the tender offer buy back | 599,429,476 | 99.98 | 117,310 | 0.02 | 666,545 | 599,546,786 |
19* | To dis-apply pre-emption rights on the issue of ordinary shares | 582,186,372 | 97.00 | 18,020,239 | 3.00 | 6,720 | 600,206,611 |
20* | To adopt new articles of incorporation | 574,045,586 | 95.64 | 26,158,149 | 4.36 | 9,596 | 600,203,735 |
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 10,11 and 12) 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 | % | ||||
10 | To re-appoint Christopher Sherwell | 363,777,747 | 94.47 | 21,287,311 | 5.53 | 1,346 | 385,065,058 |
11 | To re-appoint Stephen Coe | 363,179,153 | 94.32 | 21,885,905 | 5.68 | 1,346 | 385,065,058 |
12 | To re-appoint David Moore | 363,179,153 | 94.32 | 21,885,905 | 5.68 | 1,346 | 385,065,058
|
*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. Total number of ordinary shares in issue at 6.00p.m. on 13 June 2016 was 682,572,541 ordinary shares. 87.96% of voting capital was instructed
In connection with the Tender Offer, Raven Russia confirms that a total of 10,236,175 Ordinary Shares have been tendered. Tenders for up to and including the Tender Offer Entitlement of 1 Ordinary Share for every 40 Ordinary Shares at 40 pence per share will be met in full. The 10,236,175 Ordinary Shares purchased by the Company pursuant to the Tender Offer will result in a payment of approximately £4.1 million by the Company and these Ordinary Shares will be cancelled. Cheques will be dispatched for certificated Ordinary Shares and payment will be made through CREST for uncertificated Ordinary Shares pursuant to the Tender Offer by 24 June 2016.
A copy of the resolutions concerning special business and passed at today's AGM is available at the National Storage Mechanism and is available for viewing online at: http://www.hemscott.com/nsm.do.
Enquiries
Raven Russia Limited Tel: + 44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications Tel: +44 (0) 203 151 7008
Tim Robertson
Ben Heath
N+1 Singer Tel: +44 (0) 20 7496 3000
Corporate Finance - James Maxwell
Sales - Alan Geeves / James Waterlow
Barclays Bank Plc
Tom Boardman / Tom Macdonald Tel: +44 (0) 20 7623 2323
Ravenscroft (CISE Sponsor) Tel: + 44 (0) 1481 729100
David McGall
About Raven Russia
Raven Russia was founded in 2005 to invest in class A warehouse complexes in Russia and lease to Russian and International tenants. Its Ordinary Shares, Preference Shares and Warrants are listed on the Main Market of the London Stock Exchange and admitted to the official list of the Channel Islands Securities Exchange Authority with a market capitalisation of approximately £225 million. The Company operates out of offices in Guernsey, Moscow and Cyprus and has to date completed a portfolio of circa 1.5 million square metres of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don and Novosibirsk. For further information visit the Company's website: www.ravenrussia.com
Related Shares:
RAV.L