28th Jan 2008 13:02
Paragon Group Of Companies PLC28 January 2008 The Paragon Group of Companies PLC 28 January 2008 NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA THE PARAGON GROUP OF COMPANIES PLC ("Paragon" or "the Company") RESULTS OF EXTRAORDINARY GENERAL MEETING RIGHTS ISSUE, SHARE CONSOLIDATION AND DISPATCH OF PROVISIONAL ALLOTMENT LETTERS Paragon announces that at the Extraordinary General Meeting held today for thepurposes of passing certain resolutions relating to the Share Consolidation andthe Rights Issue announced on 11 January 2008, the resolutions which were put tothe meeting were passed unanimously on a show of hands without amendment. Accordingly the 1 for 10 Share Consolidation of the Company's Existing OrdinaryShares will take place at the close of business today, 28 January 2008. Apart from the change in nominal value, the New Ordinary Shares arising onimplementation of the Share Consolidation will have the same rights as theExisting Ordinary Shares, including voting, dividend and other rights. The Rights Issue is conditional upon the New Ordinary Shares of the Companybeing admitted to the Official List and to trading on the main market for listedsecurities of the London Stock Exchange. Application has been made to the UKLAfor the New Ordinary Shares (nil and fully paid) to be admitted to the OfficialList and to the London Stock Exchange for the New Ordinary Shares (nil and fullypaid) to be admitted to trading on the London Stock Exchange's main market forlisted securities. It is expected that admission will become effective and thatdealing in the New Ordinary Shares will commence on the London Stock Exchange,nil paid, at 8.00 am on 29 January 2008. Provisional Allotment Letters will today be posted to Qualifying Non-CRESTShareholders, save as stated in the Prospectus. It is expected that Nil PaidRights will be credited to the stock accounts of Qualifying CREST Shareholders(other than, subject to certain exceptions, those Shareholders with registeredaddresses in the US or any of the Excluded Territories) on 29 January 2008. TheNil Paid Rights so credited are expected to be enabled for settlement byEuroclear as soon as practicable after Admission. The latest time and date foracceptance and payment in full under the Rights Issue is 11.00 a.m. on 20February 2008. Certified copies of the Resolutions passed at the meeting have been submitted tothe UKLA, and will shortly be available for inspection at the UKLA's DocumentViewing Facility, which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel: 020 7066 1000 Terms used in the prospectus of the Company dated 11 January 2008 shall have thesame meaning when used in this announcement, unless the context requiresotherwise. For further information, please contact: The Paragon Group of Companies PLCNigel Terrington, Chief ExecutiveNick Keen, Finance DirectorTel: +44 121 712 2024 UBSAdrian HaxbyNeil PatelTel: +44 20 7567 8000 Fishburn HedgesMorgan BoneAndy BerryTel: +44 20 7839 4321 General UBS Investment Bank, which is authorised and regulated in the UK by the FSA, isacting as financial advisor, sponsor, corporate broker and underwriter to theCompany and no one else in connection with the Rights Issue and will not beresponsible to anyone other than the Company for providing the protectionsafforded to clients of UBS Investment Bank or for providing advice in relationto the Rights Issue or for any other matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed onUBS Investment Bank by FSMA or the regulatory regime established thereunder, UBSInvestment Bank accepts no responsibility whatsoever for the contents of thisannouncement or for any other statement made or purported to be made by it, oron its behalf, in connection with the Rights Issue. UBS Investment Bankaccordingly disclaims all and any liability whether arising in tort, contract orotherwise (save as referred to above) which it might otherwise have in respectof such announcement or any such statement. The distribution of this announcement into a jurisdiction other than the UK maybe restricted by law and therefore persons into whose possession thisannouncement comes should inform themselves about and observe any suchrestrictions. Any failure to comply with any such restrictions may constitute aviolation of the securities laws of any such jurisdiction. This announcement does not constitute or form part of any offer or invitation tosell or issue, or any solicitation of any offer to acquire, New Ordinary Shares,Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights and/or to takeup any entitlements to Nil Paid Rights in any jurisdiction in which such anoffer or solicitation is unlawful. The New Ordinary Shares, the Provisional Allotment Letters, the Nil Paid Rightsand the Fully Paid Rights have not been and will not be registered under theSecurities Act or under any relevant securities laws of any state or otherjurisdiction of the US and may not be offered, sold, taken up, exercised,resold, renounced, transferred or delivered, directly or indirectly, within theUS absent of registration under the Securities Act or an applicable exemptionfrom the registration requirements of the Securities Act and in compliance withstate securities laws. The New Ordinary Shares, the Provisional AllotmentLetters, the Nil Paid Rights and the Fully Paid Rights have not been approved ordisapproved by the SEC, any state securities commission in the US or any USregulatory authority, nor have any of the foregoing authorities passed upon orendorsed the merits of the offering of the New Ordinary Shares, the ProvisionalAllotment Letters, the Nil Paid Rights, the Fully Paid Rights or the accuracy oradequacy of the Prospectus. Any representation to the contrary is a criminaloffence in the US. Offers of the New Ordinary Shares, the Provisional AllotmentLetters, the Nil Paid Rights and the Fully Paid Rights are being made outsidethe US in offshore transactions within the meaning of and in accordance withRegulation S under the Securities Act. In addition, none of the New Ordinary Shares, the Provisional Allotment Letters,the Nil Paid Rights or the Fully Paid Rights will qualify for distribution underany of the relevant securities laws of any of the Excluded Territories.Accordingly, the New Ordinary Shares, the Provisional Allotment Letters, the NilPaid Rights and the Fully Paid Rights may not be offered, sold, taken up,exercised, resold, renounced, transferred or delivered, directly or indirectly,within any of the Excluded Territories. END. CE080090053 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Paragon Group