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Result of EGM

18th Feb 2010 14:34

RNS Number : 3570H
Hampson Industries PLC
18 February 2010
 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES, CANADA OR ANY OTHER EXCLUDED TERRITORY AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE LAWS OR REGULATIONS.

 

ALL DEFINED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE ANNOUNCEMENT MADE BY THE COMPANY ON 2 FEBRUARY 2010, UNLESS OTHERWISE DEFINED HEREIN.

 

18 February 2010

 

Hampson Industries PLC

 

Results of General Meeting

 

Further to the announcement earlier today of the results of the Capital Raising, the board of directors of Hampson Industries PLC ("Hampson", the "Group" or the "Company") is pleased to announce that each of the Resolutions proposed at the General Meeting held today at 11.00 a.m. to approve the proposed Firm Placing and Placing and Open Offer of, in aggregate, 119,012,408 New Ordinary Shares and other related matters was duly passed without amendment by the required majority on a vote conducted by way of a poll.

 

Further details of the Resolutions are set out in the combined circular and prospectus published by the Company on 2 February 2010 (the "Prospectus").

 

Proxy votes (including votes withheld) were cast for a total of 70.73 per cent. of the total number of votes capable of being cast at the meeting.

 

The results are as set out in the table below.

 

Resolution

For

Against

Withheld

Number

%

Number

%

Number

1.

96,129,726

85.70

16,040,512

14.30

164,461

2.

93,888,691

83.71

18,276,756

16.29

169,252

3.

94,146,049

83.93

18,024,189

16.07

164,461

4.

94,141,258

83.93

18,024,189

16.07

169,252

5.

73,117,607

82.01

16,042,368

17.99

23,174,724

6.

96,117,781

85.69

16,051,832

14.31

165,086

7.

96,118,350

85.69

16,046,472

14.31

169,877

 

Notes:

1. Percentages in the table above represent % of votes cast.

 

2. 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.

 

In accordance with the UK Listing Authority's Listing Rules, two copies of the Resolutions passed at the General Meeting have today been submitted to the UK Listing Authority, for publication through the UK Listing Authority's Document Viewing Facility which is situated at the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.

 

The Capital Raising remains conditional upon the Underwriting and Sponsor's Agreement becoming unconditional in all respects and upon Admission.

 

Applications have been made to the UKLA for the New Ordinary Shares to be admitted to the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective at 8:00 a.m. on 19 February 2010 and that dealings in the New Ordinary Shares will commence at 8:00 a.m. on 19 February 2010.

 

The New Ordinary Shares, when issued and fully paid, will be identical to, and rank in full with, the Existing Ordinary Shares for all dividends or other distributions declared, made or paid after Admission and in all respects will rank pari passu with the Existing Ordinary Shares as at the date of issue.

 

The New Ordinary Shares (in uncertificated form) are expected to be credited to CREST accounts on or around 8.00 a.m. on 19 February 2010 and definitive share certificates for the New Ordinary Shares are expected to be despatched to certificated shareholders by no later than 26 February 2010.

 

 

For further information, please contact:

 

Hampson Industries PLC

Christopher Geoghegan

Kim Ward

Howard Kimberley

+44 (0) 1384 485 345

 

 

M:Communications

(PR adviser)

Marylene Guernier

Ed Orlebar

 

+44 (0) 20 7920 2369 / 2323

 

Lazard

(Sponsor and financial adviser)

Nicholas Shott

Richard Shaw

Oliver Ives

 

+44 (0) 20 7187 2000

 

Investec

(Joint bookrunner, underwriter and broker)

Keith Anderson

Charlie Batten

 

+44 (0) 20 7597 5000

 

Lloyds TSB Corporate Markets

(Joint bookrunner and underwriter)

Paul Landy

Sumeet Pillai

 

+44 (0) 20 7626 1500

 

This announcement ("this Announcement") should be read in conjunction with the full text of the Prospectus. A copy of the Prospectus is available for inspection at the UK Listing Authority's Document Viewing Facility, the registered office of the Company at 7 Harbour Buildings, Waterfront West, Dudley Road, Brierley Hill, West Midlands, DY5 1LN and at the offices of Eversheds LLP at One Wood Street, London EC2V 7WS during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) up to and including 19 February 2010.

 

Neither the content of Hampson's website nor any website accessible by hyperlinks to Hampson's website is incorporated in, or forms part of, this Announcement. The distribution of this Announcement, the Prospectus and any other documentation associated with the Capital Raising into jurisdictions other than the United Kingdom may be restricted by law and, therefore, persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded or transmitted in or into the United States, Canada or any other Excluded Territory or into any other jurisdiction where the extension or availability of the Capital Raising would breach any applicable laws.

 

No action has been taken by Hampson or any other person that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement, the Prospectus or any other documentation or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

 

The New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from, or in a transaction subject to, the registration requirements of the 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 Ordinary Shares in the United States. The New Ordinary Shares are being offered and sold only outside the United States in offshore transactions in accordance with Regulation S under the Securities Act. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of the Application Form or this Announcement. Any representation to the contrary is a criminal offence in the United States.

 

The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any of the Excluded Territories and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within any Excluded Territory except pursuant to an applicable exemption from registration requirements. There will be no public offer of New Ordinary Shares in Australia, Canada, Japan, South Africa or New Zealand.

 

This Announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the New Ordinary Shares. In particular, this Announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

 

This Announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied on as having been authorised by Hampson. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency 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 Group since the date of this Announcement or that the information contained in it is correct at any subsequent date.

 

Lazard, Investec and Lloyds, each of which is authorised and regulated in the UK by the Financial Services Authority, are acting exclusively for Hampson and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than Hampson for providing the protections afforded to their respective clients or for providing advice in relation to the Capital Raising or any matters referred to in this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Lazard, Investec or Lloyds by the Financial Services and Markets Act 2000, none of Lazard, Investec or Lloyds or any of their affiliates or agents accepts any responsibility whatsoever for the contents of this Announcement, and makes no representation or warranty, express or implied, for the contents of this Announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with Hampson or the New Ordinary Shares or the Capital Raising, and nothing in this Announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Each of Lazard, Investec and Lloyds accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Announcement or any such statement.

 

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of Hampson for the current or future financial years would necessarily match or exceed the historical published earnings per share of Hampson.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
REGUWOSRRUAUAAR

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