13th Aug 2013 12:30
Better Capital PCC Limited (the "Company")
Result of Extraordinary General Meetings
Result of Firm Placing and Placing and Open Offer
On 29 July 2013, the Company announced details of a proposed Firm Placing and Placing and Open Offer of New 2012 Shares in the Better Capital 2012 Cell.
Result of Extraordinary General Meetings
The Company is pleased to announce that at the Extraordinary General Meetings held earlier today, all of the Resolutions relating to the Firm Placing and Placing and Open Offer were duly passed without amendment.
In respect of the extraordinary general meeting of the 2012 Shareholders, proxy votes (including votes withheld) were validly cast for a total of 70,107,751 2012 Shares (representing 41 per cent. of the total number of votes for the 2012 Shares capable of being cast at the EGM of the 2012 Shareholders). A summary of the proxy votes received by the Company were as follows:
Resolution | For (including discretionary) | Against | Withheld | ||
Number | % | Number | % | Number | |
1 | 70,107,751 | 100 | 0 | 0 | 0 |
2 | 70,107,751 | 100 | 0 | 0 | 0 |
3 | 70,107,751 | 100 | 0 | 0 | 0 |
4 | 69,912,351 | 100 | 0 | 0 | 195,400 |
In respect of the extraordinary general meeting of the Company, proxy votes (including votes withheld) were validly cast for a total of 198,118,183 2009 Shares and a total of 70,107,751 2012 Shares (representing 71 per cent. of the total number of votes for the Shares capable of being cast at the EGM of the Company). A summary of the proxy votes received by the Company were as follows:
Resolution | For (including discretionary) | Against | Withheld | ||
Number | % | Number | % | Number | |
1 | 268,214,838 | 99.99 | 11,096 | 0.01 | 0 |
2 | 268,214,838 | 99.99 | 11,096 | 0.01 | 0 |
3 | 268,214,838 | 99.99 | 11,096 | 0.01 | 0 |
4 | 263,703,094 | 99.99 | 11,096 | 0.01 | 4,511,744 |
The full text of the Resolutions and the notices convening the Extraordinary General Meetings are set out in the prospectus published by the Company on 29 July 2013 and may be obtained from the Company's website at www.bettercapital.gg and the National Storage Mechanism at www.Hemscott.com/nsm.do.
Result of Firm Placing and Placing and Open Offer
On 29 July 2013, the Company announced its intention to raise gross proceeds of up to £250 million by way of a Firm Placing and Placing and Open Offer of up to approximately 238 million 2012 Shares at 105 pence per 2012 Share with 115,438,571 2012 Shares through the Firm Placing and up to 122,678,035 2012 Shares through the Placing and Open Offer.
The Open Offer has now closed in accordance with its terms and the Company announces that it has received valid acceptances under the Open Offer in respect of 14,676,691 Open Offer Shares from Qualifying Shareholders, representing a take-up of approximately 12.0% per cent. of the Open Offer Shares. All applications for additional Open Offer Shares under the Excess Application Facility were accepted.
Of the remaining 108,001,344 Open Offer Shares, representing 88.0 per cent. of the Open Offer Shares, 46,623,363 have been allocated to certain institutional shareholders and other investors with whom they had been conditionally placed by Numis Securities Limited.
61,300,054 2012 Shares will therefore be issued under the Placing and Open Offer. In addition, 115,438,571 2012 Shares will be issued through the Firm Placing.
A total of 176,738,625 2012 Shares will therefore be issued under the Firm Placing and Placing and Open Offer raising gross proceeds of £185.6 million (estimated £182.0 million net of expenses). It is expected that the net proceeds will be transferred to Better Capital Fund II within five days of Admission. Following Admission the Better Capital 2012 Cell will consist of 346,600,520 2012 Shares with an estimated Net Asset Value per 2012 Share (unaudited) of 102.9 pence (as at 31 March 2013).
The Firm Placing and Placing and Open Offer remains conditional upon the Placing Agreement becoming unconditional in all respects and Admission. It is expected that Admission will become effective, and dealings in the New 2012 Shares will commence on the main market of the London Stock Exchange at 8.00 a.m. on 15 August 2013.
New 2012 Shares in uncertificated form are expected to be credited to CREST accounts as soon as possible after 8.00 a.m. on 15 August 2013, and definitive share certificates for the 2012 Shares in certificated form are expected to be dispatched within seven days of Admission.
Total Voting Rights
In accordance with 5.6.1 of the FCA's Disclosure and Transparency Rules, the Company notifies the market of the following:
Following Admission, the Company's issued share capital will consist of 206,780,952 ordinary shares in the 2009 Cell ("2009 Shares") and 346,600,520 ordinary shares in the 2012 Cell ("2012 Shares").
· each holder of 2009 Shares who is present in person shall have one vote and on a poll the vote shall be weighted where a vote cast in relation to each 2009 Share shall count as 1.1096 towards the total number of votes cast; and
· each holder of 2012 Shares who is present in person shall have one vote and on a poll the vote shall be weighted where a vote cast in relation to each 2012 Share shall count as 0.9770 towards the total number of votes cast.
The figure which may be used by the Company's shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Better Capital PCC Limited under the FCA's Disclosure and Transparency Rules, is the aggregate of the number of votes capable of being cast on a poll, namely 568,072,852. This is calculated as 206,780,952 2009 Shares multiplied by 1.1096 plus 346,600,520 2012 shares multiplied by 0.9770.
Defined terms used in this announcement shall (unless the context otherwise requires) have the same meanings set out in the Company's prospectus dated 29 July 2013.
Enquiries
Better Capital PCC Limited +44 (0)1481 716000
Richard Crowder
Laurence McNairn (Administrator and Company Secretary)
Better Capital LLP +44 (0)20 7440 0840
Mark Aldridge
Numis Securities Limited +44 (0)20 7260 1000
Sponsor, Broker, Financial Adviser and Global Co-ordinator
Nathan Brown, Oliver Hardy
Powerscourt +44(0)20 7250 1446
PR Adviser to Better Capital PCC Limited
Justin Griffiths
Notes to Editors:
Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sponsor, broker, financial adviser and global co-ordinator exclusively to the Company and for no one else in connection with the Admission and Firm Placing and Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the Admission and Firm Placing and Placing and Open Offer or any other arrangements referred to herein.
This announcement has been issued by, and is the sole responsibility of, Better Capital PCC Limited. Apart from the responsibilities and liabilities, if any, which may be imposed by the FSMA, neither Numis nor any of its affiliates, parent undertakings, subsidiary undertakings or subsidiaries of its parent undertakings or any of its respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement or as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.
Related Shares:
BC12.LBCAP.L