29th Aug 2008 07:00
28 August 2008
Raven Russia Limited
("Raven Russia" or the "Company")
Result of Extraordinary General Meeting ("EGM")
Following the Company's announcement on 9 July 2008 in relation to the proposed Internalisation of its external property adviser, the board of Raven Russia is pleased to announce that all resolutions required to effect the Internalisation (as set out in the EGM notice appended to the Company's circular to its shareholders issued on 30 July 2008) were duly passed at today's EGM.
Shareholders representing 99.98% of the votes cast in value (either in person or by proxy) voted at the EGM in favour of all the resolutions.
A summary of the proxy votes received by the Company prior to the EGM were as follows:
|
Resolution to approve:
|
For
|
Discretion
|
Against
|
|
|
1.
|
The acquisition of the property advisor
|
99.99%
|
0.00%
|
0.01%
|
|
2.
|
The appointment of BDO Stoy Hayward as sole auditor
|
99.99%
|
0.01%
|
0.01%
|
|
3.
|
The new Incentive Schemes and grant of options
|
99.99%
|
0.01%
|
0.01%
|
|
4.
|
The amendments to the Company’s Articles
|
99.99%
|
0.00%
|
0.01%
|
As per the announcement on 9 July 2008, prior to the completion of the proposed Internalisation, Raven Mount will seek to undertake the Re-organisation which is expected to complete by 21 December 2008.
Commenting on the EGM, Richard Jewson, Chairman of Raven Russia, said: "We are very pleased that we have received the full support of our shareholders for the Internalisation of our external property advisor. As previously stated, we believe that this should add significant value to the shareholders of Raven Russia."
A further announcement will be made in due course.
All definitions contained herein are as set out in the Circular.
- ends -
Further enquiries:
Raven Russia Limited
Richard Jewson, Chairman Tel: +44 (0) 1603 757 909
Bell Pottinger Corporate & Financial
Charles Cook Tel: +44 (0) 20 7861 3232
Mike Davies
Zoe Sanders
Numis Securities Limited
Financial Adviser, Nominated Adviser and Joint Broker
Nick Westlake (Nomad) Tel: + 44 (0) 20 7260 1000
Nick Harland
Rupert Krefting
Notes to Editors
Background
Raven Russia announced on 9 July 2008 that it had entered into a conditional agreement to internalise its external property adviser through the acquisition of both Raven Russia Property Management Limited ('RPML') and Raven Russia Property Advisors Limited ('RPAL') from Raven Mount in return for the payment of £15m in cash and the issue of 80 million consideration shares, which in aggregate based upon the Company's closing share price of 85.5 pence on 8 July 2008 being the last business day prior to the publication of the Announcement, amounts to a consideration value of £83.4m.
Prior to the proposed Internalisation, the vendor, Raven Mount, intends to undertake the Re-organisation to facilitate the receipt of part of the share element of the consideration by Raven Mount and its shareholders in a tax efficient manner. It is proposed that the Internalisation will be implemented under the terms of the Framework Agreement.
It is envisaged that the Re-organisation will be completed by no later than 21 December 2008. However, if the Re-organisation is not completed by this date (or, if earlier, is incapable of completion) then, provided certain conditions have been satisfied under the terms of the Framework Agreement, Raven Mount and the Company have agreed that Raven Mount will sell to the Company the entire issued share capital of RPML and RPAL for the consideration set out above, plus, in certain circumstances, an additional £3m in cash to partially compensate Raven Mount shareholders for the increase in potential tax liabilities that may be incurred by Raven Mount shareholders as a consequence of not being able to implement the Re-organisation.
Raven Russia Limited
Raven Russia is a leading UK listed property investment and development company focused on warehouses in Russia. Since its inception in July 2005 it has invested in a pipeline of projects with an estimated end value of $2.4bn in Russia and Ukraine. Raven Russia has an equity base of over $900m.
Raven Mount plc
Raven Mount is an AIM quoted company whose principal areas of operation are property fund management, property development and the development and operation of Independent Living facilities.
Related Shares:
RAV.LRAV.L