4th Aug 2011 14:30
Wichford P.L.C.
(the "Company")
Extraordinary General Meeting Voting Results
With reference to the combined circular and prospectus published by the Company on 13th July 2011 (the "Prospectus"), the Board is pleased to announce that each of the Resolutions proposed at the Extraordinary General Meeting ("EGM") held today at 12 noon, to approve the issue of 3,255,711,718 New Ordinary Shares in the Company in connection with the acquisition of Redefine International plc ("Redefine") 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 can be found in the Prospectus.
The results are as set out in the table below:-
Resolution | For* | %** | Against | %** | Withheld*** | |
1. | To adopt a revised Investment Policy | 775,913,338 | 99.88 | 949,886 | 0.12 | 601,500 |
2 | To approve the offer by the Company for the whole of the issued and to be issued share capital of Redefine International plc | 545,141,338 | 99.99 | 47,882 | 0.01 | 1,503,504 |
3 | To approve the Waiver of Rule 9 of the City Code | 545,103,439 | 99.82 | 987,785 | 0.18 | 601,500 |
4 | To approve the proposed amendments to the Investment Adviser's Agreement | 545,128,439 | 99.82 | 962,785 | 0.18 | 601,500 |
5 | To authorise the Directors generally and unconditionally to allot Ordinary Shares | 773,832,535 | 99.65 | 2,730,185 | 0.35 | 902,004 |
6 | To allow the Directors to allot Ordinary Shares without regard to pre-emption rights up to the limits set out in the Notice | 773,206,035 | 99.64 | 2,755,185 | 0.36 | 1,503,504 |
7 | To approve the consolidation of 7.2 Ordinary 1p Shares issued into Ordinary Shares of 7.2p each | 776,011,939 | 99.93 | 550,781 | 0.07 | 902,004 |
8 | To increase the authorised share capital of the Company to £72,000,000 | 776,511,939 | 99.99 | 50,781 | 0.01 | 902,004 |
9 | To elect Mr Tipper as a Director | 764,674,203 | 98.36 | 12,722,622 | 1.64 | 67,899 |
10 | To elect Mr Farrow as Director | 776,436,556 | 99.87 | 960,269 | 0.13 | 67,899 |
11 | To elect Mr Shaw-Taylor as Director | 776,440,735 | 99.88 | 956,090 | 0.12 | 67,899 |
12 | To elect Mr Wainer as Director | 776,436,556 | 99.87 | 960,269 | 0.13 | 67,899 |
13 | To elect Mr Watters as a Director | 776,446,556 | 99.88 | 950,269 | 0.12 | 67,899 |
14 | To adopt the amended Articles of Association | 776,511,939 | 99.99 | 50,781 | 0.01 | 902,004 |
15 | To approve a change of name to Redefine International P.L.C. | 777,403,943 | 99.99 | 60,781 | 0.01 | 0 |
16 | To approve the cancellation of the Existing Ordinary Shares held by Redefine International plc | 776,511,939 | 99.99 | 50,781 | 0.01 | 902,004 |
17 | To approve the admission of Existing Ordinary Shares and New Ordinary Shares to the Main Market of the London Stock Exchange | 777,414,743 | 99.99 | 49,981 | 0.01 | 0 |
*Votes in favour include the discretionary votes
**Percentages are of votes cast
***It should be noted that 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 the resolution.
The Company's total issued share capital as at 4th August 2011 is 1,062,095,584 ordinary shares of 1 pence each.
Resolutions 2, 3 and 4 were subject to the approval of Independent Shareholders only.
The implementation of these resolutions and the completion of the Merger are subject, inter alia, to approval on 18th August 2011 by Redefine Properties International unitholders to allow Redefine Properties International to accept the offer, and valid acceptances being received from Redefine Shareholders representing at least 90 per cent. of the issued share capital of Redefine.
The maximum holding of the members of the Concert Party, after the Merger, in the capital of the Company, subject to the receipt of such approval, will be 381,734,676 of the total enlarged share capital (Post Consolidation) of 567,643,792 which represents a combined holding of 67.2% of the total enlarged share capital (Post Consolidation) of the Company.
In accordance with LR 9.6.2 R, copies of all resolutions passed by the Company, other than resolutions concerning ordinary business, have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do and can also be viewed on the Company's website at www.wichford.com and on Redefine's website at www.redefineinternational.je
This announcement should be read in conjunction with the full text of the Prospectus published by the Company on 13th July 2011 (available on the Company's website at www.wichford.com and on Redefine's website at www.redefineinternational.je). Defined terms used in the Prospectus shall have the same meanings when used in this announcement unless the context otherwise requires.
For further details, please contact,
Wichford P.L.C. | |
Philippe de Nicolay, Chairman | +55 (11) 9636 7979 |
Wichford Property Management Ltd | |
Stephen Oakenfull | 020 7811 0100 |
Philip Cooper | 020 7355 7020 |
Citigate Dewe Rogerson | 020 7638 9571 |
Toby Mountford, Ginny Pulbrook, Kate Lehane |
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Related Shares:
RDI.L