6th May 2011 15:30
6 May 2011 Rolls-Royce Group plc RESULTS OF ANNUAL GENERAL MEETING AND COURT MEETING HELD ON 6MAY 2011
On 10 February 2011, Rolls-Royce Group plc (the "Company" or "Rolls-Royce Group") announced proposals to introduce, by means of a scheme of arrangement under Part 26 of the Companies Act 2006, Rolls-Royce Holdings plc as the new group holding company (the "Scheme"). A circular (the "Scheme Circular") was made available to shareholders on 22 March 2011 containing, amongst other things, the terms of the Scheme, notices convening the Annual General Meeting and the requisite Court Meeting and the details of the action to be taken by shareholders.
At the Annual General Meeting held earlier today, the Company's shareholders passed each of the special and ordinary resolutions by the requisite majorities on a poll. The full text of each resolution is contained in the Notice of Annual General Meeting.
The total number of votes cast for each resolution is set out in the table below. There were 237 shareholders at the meeting. The Company's issued share capital as at today is 1,872,185,651 and the number of votes per share is one.
FOR AGAINST TOTAL VOTES WITHHELD No. of votes % of No. of votes % of No. of vote vote votes
Resolution
1 1,307,021,938 99.96 515,615 0.04 1,307,537,553 142,3952 1,269,028,588 98.68 16,976,181 1.32 1,286,004,769 21,635,8613 1,297,549,494 99.24 9,947,042 0.76 1,307,496,536 193,3374 1,291,480,165 99.06 12,292,111 0.94 1,303,772,276 3,917,4075 1,304,864,104 99.80 2,595,467 0.20 1,307,459,571 231,6436 1,295,130,762 99.06 12,332,729 0.94 1,307,463,491 226,8257 1,304,704,893 99.79 2,745,438 0.21 1,307,450,331 236,2478 1,190,779,136 91.98 103,823,467 8.02 1,294,602,603 13,089,2529 1,292,991,419 98.89 14,469,644 1.11 1,307,461,063 233,76910 1,278,826,882 98.07 25,155,091 1.93 1,303,981,973 3,712,21011 1,304,730,431 99.79 2,719,973 0.21 1,307,450,404 239,92212 1,294,851,113 99.04 12,582,195 0.96 1,307,433,308 201,39513 1,294,894,489 99.04 12,520,518 0.96 1,307,415,007 228,53114 1,304,595,165 99.78 2,833,705 0.22 1,307,428,870 212,30715 1,294,860,056 99.04 12,592,682 0.96 1,307,452,738 187,19316 1,306,005,420 99.89 1,496,180 0.11 1,307,501,600 132,32517 1,304,967,859 99.81 2,451,979 0.19 1,307,419,838 221,27818 1,307,442,715 99.99 76,848 0.01 1,307,519,563 115,13519 1,294,106,987 99.13 11,353,445 0.87 1,305,460,432 2,116,99520 1,295,934,552 99.12 11,443,843 0.88 1,307,378,395 251,68521 1,294,427,440 99.01 12,938,062 0.99 1,307,365,502 279,73622 1,293,996,369 98.99 13,262,863 1.01 1,307,259,232 378,92823 1,262,387,945 96.94 39,820,152 3.06 1,302,208,097 5,476,10924 1,235,487,508 94.50 71,893,572 5.50 1,307,381,080 292,35425 1,253,579,644 96.14 50,324,927 3.86 1,303,904,571 3,786,04026 1,302,946,216 99.68 4,169,084 0.32 1,307,115,300 521,94527 1,286,265,187 99.49 6,593,283 0.51 1,292,858,470 14,778,96928 1,306,874,030 99.97 438,159 0.03 1,307,312,189 319,398
The Company is pleased to announce that, at the Court Meeting also held earlier today to approve the proposed Scheme, the resolution approving the Scheme was passed by the requisite majority on a poll. The total number of votes cast for the resolution is set out below:
No. of % of No. of % of % of issued shareholders shareholders ordinary ordinary ordinary voting voting shares voted shares voted shares FOR 13,418 95.55% 1,277,761,649 99.96% 68.25% AGAINST 625 4.45% 491,828 0.04% 0.03%
In addition, completion of the Scheme remains subject to the sanction of the Court, the hearing in respect of which is expected to take place on 20 May 2011. Further details of the remaining expected timetable are set out below:
Friday 20 May 2011 Court hearing to sanction the Scheme and confirm the Rolls-Royce Group reduction of capital Friday 20 May 2011 Last day of dealings in, and for registration of transfers of, Rolls-Royce Group Ordinary Shares 4.30 p.m. Friday 20 May 2011 Suspension of listing of, and dealings in, Rolls-Royce Group Ordinary Shares 6:00 p.m. Friday 20 May 2011 Scheme Record Time Monday 23 May 2011 Scheme Effective Date 8:00 a.m. Monday 23 May 2011 Admission and listing of Rolls-Royce Holdings Ordinary Shares, crediting of Rolls-Royce Holdings Ordinary Shares to CREST accounts and commencement of dealings in Rolls-Royce Holdings Ordinary Shares on the London Stock Exchange 24 May 2011 Court hearing to confirm the Rolls-Royce Holdings Reduction of Capital 24 May 2011 Rolls-Royce Holdings Reduction of Capital becomes effective
Unless otherwise stated, all references to times in this document are to London time. These times and dates are indicative only.
Copies of the resolutions passed at the Court Meeting and the Annual General Meeting will shortly be submitted to the National Storage Mechanism and available for inspection at www.Hemscott.com/nsm.do .
Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Circular.
- Ends -
ENQUIRIES:
Paul Davies +44 (0)1332 245878
Deputy Company SecretaryLON15585570 Page 3LON15585570 AS
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