6th Jan 2011 15:04
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR FORWARDING, RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
6 January 2011
RPC Group Plc
("RPC" or the "Company")
Results of Extraordinary General Meeting
The Board of RPC announces that, at the Extraordinary General Meeting held earlier today, the Resolutions to approve the acquisition of Superfos Industries a/s ("Superfos") and the Rights Issue, details of which were set out in the notice of Extraordinary General Meeting included in the prospectus and circular dated 16 December 2010 (the "Prospectus"), were duly passed without amendment on a show of hands by the requisite majority of shareholders present.
Details of the proxy votes received in relation to each of the Resolutions (which are described in the Extraordinary General Meeting Notice set out in the Prospectus sent to Shareholders dated 16 December 2010) are as follows:
Votes FOR | Votes AGAINST | Total Votes Cast (Including Discretionary, Excluding Withheld) | Number of Votes Withheld | |
Resolution 1: Ordinary Resolution to grant to the directors authority to allot relevant shares in connection with the Rights Issue
| 71,377,350 | 9,287,208 | 80,665,202 | 218,717 |
Resolution 2: Special Resolution to grant to the directors powers to disapply the provisions of section 561(1) of the Companies Act 2006 with regard to the allotment of certain equity securities in connection with the Rights Issue
| 71,369,083 | 9,292,215 | 80,663,142 | 220,777 |
Resolution 3: Ordinary Resolution to approve the proposed Acquisition of the entire issued share capital of Superfos Industries a/s
| 80,651,336 | 3,000 | 80,665,202 | 218,717 |
As at 6.00 p.m. on 4 January 2011 the total number of Existing Ordinary Shares eligible to be voted at the General Meeting was 99,311,425.
The Rights Issue remains conditional, amongst other things, upon Admission and the Acquisition Agreement not having been terminated, and the Acquisition not ceasing to be capable of completion in accordance with the terms of the Acquisition Agreement prior to Admission.
The passing of the Resolutions will enable the Company to proceed with the fully underwritten Rights Issue to raise net proceeds of approximately £85.3 million. Provisional Allotment Letters are being sent to Qualifying Shareholders today and it is expected that Admission will take place, and that dealings in the New Ordinary Shares (nil paid) will commence, at 8.00 a.m. on 7 January 2011. The latest date for acceptance and payment in full for the Rights Issue is 11.00 a.m. on 21 January 2011.
For full details, please refer to the Prospectus, which is available on the Company's website www.rpc-group.com, provided that the Prospectus is not available, whether through the website or otherwise, subject to certain exceptions, to persons located in the Excluded Territories. Copies of the Resolutions passed at the Extraordinary General Meeting will be available for inspection shortly at www.Hemscott.com/nsm.
Terms used in this Announcement shall have the same meanings as set out in the Prospectus.
For further information, please contact:
Contacts
RPC Group Plc: Ron Marsh, Chief Executive Pim Vervaat, Finance Director
| +44 (0)1933 410 064 |
Rothschild (Financial Adviser and Joint Sponsor) Crispin Wright Charles Montgomerie
| +44 (0)207 280 5000 |
J.P. Morgan Cazenove (Joint Sponsor and Underwriter): Nicholas Hall Niklas Kloepfer
| +44 (0)207 588 2828 |
Panmure Gordon (Joint Sponsor and Underwriter): Andrew Godber Giles Stewart
| +44 (0)207 459 3600 |
Kreab Gavin Anderson: Robert Speed James Benjamin
| +44 (0)207 074 1800 |
IMPORTANT NOTICE:
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.
This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Provisional Allotment Letter, Nil Paid Rights, Fully Paid Rights, and/or New Ordinary Shares must be made only on the basis of the information contained in and incorporated by reference into the Prospectus. Copies of the Prospectus are available on the Company's website www.rpc-group.com, provided that the Prospectus is not available, whether through the website or otherwise, subject to certain exceptions, to persons located in the Excluded Territories.
This announcement is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ''Securities Act''), or under the securities legislation of any state or territory or jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There will be no public offer of the securities mentioned herein in the United States.
This announcement is not for release, publication or distribution (directly or indirectly) into in the United States, Australia, Canada, Japan, South Africa or any other such jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. There will be no public offer of the securities mentioned herein in the United States, Australia, Canada, Japan or South Africa.
N M Rothschild & Sons Limited ("Rothschild"), which is regulated in the United Kingdom by the Financial Services Authority, is acting solely for the Company in relation to the Rights Issue and the Acquisition and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Rights Issue or the Acquisition or any other matter referred to in this announcement or the Prospectus.
J.P. Morgan Securities Ltd. (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove"), which is regulated in the United Kingdom by the Financial Services Authority, is acting solely for the Company in relation to the Rights Issue and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice in relation to the Rights Issue or the Acquisition or any other matter referred to in this announcement or the Prospectus.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is regulated in the United Kingdom by the Financial Services Authority, is acting solely for the Company in relation to the Rights Issue and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon nor for providing advice in relation to the Rights Issue or the Acquisition or any other matter referred to in this announcement or the Prospectus.
Apart from the responsibilities and liabilities, if any, which may be imposed upon Rothschild, J.P. Morgan Cazenove or Panmure Gordon by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, none of Rothschild, J.P. Morgan Cazenove and Panmure Gordon accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares, the Rights Issue or the Acquisition, 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 Rothschild, J.P. Morgan Cazenove and Panmure Gordon accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
END
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