7th Dec 2009 12:12
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.
ALL DEFINED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN THE ANNOUNCEMENT MADE BY THE COMPANY ON 19 NOVEMBER 2009 AT 7.00 A.M., UNLESS OTHERWISE DEFINED HEREIN.
7 DECEMBER 2009
LAVENDON GROUP PLC
RESULT OF THE EXTRAORDINARY GENERAL MEETING
Further to the announcement on Monday 7 December 2009 of the results of the Firm Placing and Placing and Open Offer, the Board of Lavendon Group plc ("Lavendon" or the "Company") is pleased to announce that each of the Resolutions proposed at the Extraordinary General Meeting held today at 11.00 a.m. to approve the proposed Capital Raising by the issue of, in aggregate, 115,472,199 New Ordinary Shares and other related matters was duly passed without amendment.
Proxy votes (including votes withheld) were cast for a total of 32,340,900 existing Ordinary Shares of the Company, representing 68.27 per cent. of the total number of votes (47,373,210 existing Ordinary Shares) capable of being cast at the meeting.
The results are as set out in the table below.
|
Resolution |
For |
Against |
Withheld |
||
|
Number |
% |
Number |
% |
Number |
|
|
1 |
32,015,318 |
99.17 |
266,439 |
0.83 |
59,143 |
|
2 |
32,015,161 |
99.17 |
266,596 |
0.83 |
59,143 |
|
3 |
32,001,818 |
99.17 |
267,798 |
0.83 |
71,284 |
|
4 |
32,229,326 |
99.69 |
99,166 |
0.31 |
12,408 |
|
5 |
32,226,537 |
99.68 |
101,955 |
0.32 |
12,408 |
The subject matter of the Resolutions voted on at the Extraordinary General Meeting was as follows:
Resolution 1 (Ordinary Resolution)
To authorise the Directors of the Company to allot New Ordinary Shares in connection with the Capital Raising.
Resolution 2 (Special Resolution conditional on the approval of Resolution 1)
To disapply statutory pre-emption rights in relation to the Capital Raising, to the extent required by law.
Resolution 3 (Ordinary Resolution)
To approve the Issue Price of 70 pence per New Ordinary Share representing a discount of more than 10 per cent. to the middle market price of the existing Ordinary Shares at the time of announcing the Capital Raising.
Resolution 4 (Ordinary Resolution)
To grant the Directors of the Company authority to allot shares or grant rights to subscribe for or to convert any security into shares following the Capital Raising.
Resolution 5 (Special Resolution conditional on the approval of Resolution 4)
To disapply statutory pre-emption rights in relation to the allotment of shares or the granting of rights to subscribe for or to convert any security into shares following the Capital Raising.
Notes:
1. Percentages in the table above represent % of votes cast.
2. 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' a resolution.
In accordance with the UK Listing Authority's Listing Rules, two copies of the Resolutions passed at the Extraordinary General Meeting have today been submitted to the UK Listing Authority, for publication through the UK Listing Authority's Document Viewing Facility which is situated at the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. The full text of the Resolutions can also be viewed on the Company's website, lavendongroup.com.
The Capital Raising remains conditional upon the Placing Agreement becoming unconditional in all respects and upon Admission.
Application has been made to the UKLA for the New Ordinary Shares to be admitted to the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective on 8 December 2009 and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 8 December 2009. The New Ordinary Shares, when issued and fully paid, rank equally in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared after the date of announcement of the Capital Raising.
The New Ordinary Shares (in uncertificated form) are expected to be credited to CREST accounts on or around 8.00 a.m. on 8 December 2009 and definitive share certificates for the New Ordinary Shares (in certified form) are expected to be despatched to certificated shareholders by no later than 15 December 2009.
For further information, please contact:
|
Lavendon |
|
|
Kevin Appleton, Chief Executive |
Tel: +44 (0)1455 206 750 |
|
Alan Merrell, Group Finance Director |
|
|
Financial Dynamics |
|
|
Jonathon Brill |
Tel: +44 (0)207 831 3113 |
|
Billy Clegg |
|
|
Caroline Stewart |
|
|
Laura Proudlock |
|
|
|
|
|
Investec |
|
|
(Sponsor, Financial Adviser, Joint Bookrunner and Joint Underwriter) |
|
|
James Rudd |
Tel: +44 (0)207 597 5970 |
|
Patrick Robb |
|
|
Keith Welch |
|
|
|
|
|
Altium |
|
|
(Joint Bookrunner and Joint Underwriter) |
|
|
Phil Adams |
Tel: +44 (0)161 831 9133 |
|
Paul Lines |
|
|
Chloe Ponsonby |
|
This announcement should be read in conjunction with the full text of the Prospectus. Copies of the Prospectus are available for inspection at the Company's registered office at 15 Midland Court, Central Park, Lutterworth, Leicestershire, LE17 4PN, United Kingdom, at the Company's website at and at the UK Listing Authority's Document Viewing Facility which is situated at 25 North Colonnade, Canary Wharf, London E14 5HS.
Neither the content of Lavendon's website nor any website accessible by hyperlinks to Lavendon's website is incorporated in, or forms part of, this announcement. The distribution of this announcement, the Prospectus and any other documentation associated with the Capital Raising into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession any such document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or the Republic of South Africa.
No action has been taken by Lavendon or any other person that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement, the Prospectus or any other documentation or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered or sold in the United States unless registered under the Securities Act or an exemption from such registration is available. There will be no public offer of the securities referred to herein in the United States. The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any of the Excluded Territories and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Excluded Territory except pursuant to an applicable exemption from registration requirements. There will be no public offer of New Ordinary Shares in Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where it would be unlawful to do so.
This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of New Ordinary Shares.
This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Investec or Altium. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information contained in it is correct at any subsequent date.
Each of Investec and Altium is authorised and regulated in the UK by the FSA and is acting exclusively for the Company in connection with the Capital Raising and not for any other person and will not be responsible to any other person for providing the protections afforded to their respective customers, or for providing advice in relation to the Capital Raising or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, that may be imposed on Investec and Altium by FSMA or the regulatory regime established thereunder, neither of Investec nor Altium accept any responsibility whatsoever and make no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of them, the Company or any other person, in connection with the Company, the New Ordinary Shares, or the Capital Raising 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 the future. Accordingly, Investec and Altium disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which any of them might otherwise have in respect of this announcement of any such statement.
This announcement should not be considered a recommendation by the Company, Investec, Altium or any of their respective directors, officers, employees, advisers or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings in relation to any purchase of or subscription for the New Ordinary Shares. Prices and values of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.
Related Shares:
LVD.L