23rd Jun 2009 13:28
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA
ALL DEFINED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN THE ANNOUNCEMENT MADE BY THE COMPANY AT 7:00AM ON 4 JUNE 2009, UNLESS OTHERWISE DEFINED HEREIN.
Debenhams plc, Registration Number: 5448421
General Meeting
Debenhams plc held a general meeting for shareholders at 11 am today, 23 June 2009. All resolutions were put to the meeting and approved on a show of hands.
In accordance with Listing Rules 9.6.18 and 12.4.5, the following resolutions are those which were passed at the meeting concerning special business:-
Resolution 1 - Authority to Increase the Authorised Share Capital
That, subject to and conditional upon Resolutions 2,3 and 4 being passed, the authorised share capital of the Company be and is hereby increased from £128,846.15 to £167,284.82 by the creation of 384,386,650 additional Ordinary Shares of 0.01pence each ranking pari passu in all respects with the existing ordinary shares of 0.01 pence each in the capital of the Company.
Resolution 2 - Authority to allot securities
That, subject to and conditional upon Resolutions 1, 3 and 4 being passed, the Directors of the Company be and are hereby generally and unconditionally authorised for the purposes of Section 80 of the Companies Act 1985 to exercise all the powers of the Company to allot and issue relevant securities (within the meaning of section 80(2) of the Companies Act 1985) up to an aggregate nominal amount of £167,284.82 in connection with one or more issues of relevant securities under the Capital Raising (as described and defined in the Prospectus), provided that this authority shall (unless previously renewed, varied or revoked) expire at the earlier of 15 months from the date of this Resolution and the conclusion of the next Annual General Meeting of the Company after the date on which this Resolution is passed, save that the Company may before such expiry make any offers or agreements which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of any such offers or agreements as if this authority had not expired. The authority granted by this Resolution shall be in addition, and without prejudice, to all existing authorities to allot relevant securities granted to the Directors.
Resolution 3 - Disapplication of pre-emption rights
That, subject to and conditional upon Resolutions 1, 2 and 4 being passed, the Directors of the Company be and are hereby empowered pursuant to section 95(1) of the Companies Act 1985 to allot equity securities (within the meaning of section 94(2) to section 94(3A) of the Companies Act 1985) wholly for cash pursuant to the authority conferred by Resolution 2, other than pursuant to the Capital Raising, as if sub-section (1) of section 89 of the Companies Act 1985 did not apply to any such allotment, provided that this power shall be limited to:-
the allotment of equity securities in connection with a rights issue, open offer or any other pre-emptive offer in favour of ordinary shareholders (excluding any shareholder holding shares as treasury shares) (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient to deal with fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever);
the allotment (otherwise than pursuant to Resolution 3(a) above) of equity securities up to an aggregate nominal amount of £6,434 provided that this authority shall (unless previously renewed, varied or revoked) expire at the earlier of 15 months from the date of this Resolution and the conclusion of the next Annual General Meeting of the Company after the date on which this Resolution is passed, save that the Company may before such expiry make any offers or agreements which would or might require relevant securities to be allotted after such expiry and notwithstanding such expiry and the Directors may allot relevant securities in pursuance of such offers or agreements as if this authority had not expired. The authority granted by this Resolution shall be in addition, and without prejudice, to all existing authorities to allot relevant securities granted to the Directors.
Resolution 4 - Approval of the Terms of the Capital Raising That subject to and conditional upon Resolutions 1, 2 and 3 being passed, the terms of the Capital Raising set out in the Prospectus be and are hereby approved and the Directors of the Company be and are hereby directed to implement the Capital Raising on the basis described in the circular and in the Prospectus and generally and unconditionally authorised to exercise all the powers of the Company to the extent the Directors determine necessary to implement the Capital Raising
The total number of proxy votes received for each resolution 48 hours prior to the meeting is set out below. The number of 0.01p ordinary shares in issue on 23 June 2009 was 882,825,016.
|
Resolution |
Description |
For |
Against |
Withheld |
|
1 |
To increase the authorised share capital to £167,284.82. |
507,429,546 |
107,251 |
4,852,479 |
|
2 |
To give the directors authority to allot shares. |
507,439,246 |
102,251 |
4,847,779 |
|
3 |
To disapply pre-emption rights. |
506,674,590 |
848,612 |
4,866,074 |
|
4 |
To approve the terms of the Capital Raising and authorise the directors to implement the Capital Raising. |
506,645,529 |
888,915 |
4,854,832 |
This announcement should be read in conjunction with the full text of the Prospectus published by Debenhams on 5 June 2009. A copy of the Prospectus is available from the registered office of Debenhams plc at 1 Welbeck Street, London W1G 0AA and on the Debenhams website at www.debenhamsplc.com . The Prospectus is also available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Freshfields Bruckhaus Deringer LLP at 65 Fleet Street, London EC4Y 1HS up to and including the date of Admission.
Neither the content of Debenhams' website nor any website accessible by hyperlinks to Debenhams' website is incorporated in, or forms part of, this Announcement. The distribution of this Announcement, the Prospectus and any other documentation associated with the Firm Placing and Open Offer and/or the transfer of the Firm Placed Shares and the Open Offer Shares into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come 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 Restricted Jurisdictions or the or the United States. No action has been taken by Debenhams that would permit an offer of the Firm Placed Shares or the Open Offer Shares or possession or distribution of this Announcement, the Prospectus or any other Capital Raising or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.
The Firm Placed Shares, and the Open Offer Shares (collectively, the "New Ordinary Shares") have not been, and will not be, registered under the Securities Act or under any relevant securities laws of any state or other jurisdiction of the United States and, accordingly, and may not be offered, sold, taken up, exercised, resold, or delivered, directly or indirectly, in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in compliance with the state securities. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Capital Raising or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. This Announcement may not be released, published or distributed, directly or indirectly, in whole or in part, in or into the United States.
The New Ordinary Shares also have not been and will not be registered under the securities laws of Restricted Jurisdictions or any state, province or territory thereof and may not be offered, sold, taken up, exercised, resold, or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. There will be no public offer in any of the Restricted Jurisdictions.
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 the New Ordinary Shares.
In particular, this Announcement 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 the United States or the Restricted Jurisdictions.
The Banks, which are authorised and regulated in the UK by the Financial Services Authority, are acting for Debenhams and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than Debenhams for providing the protections afforded to their respective clients or for providing advice in relation to the Capital Raising or any matters referred to in this Announcement.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of Debenhams for the current or future financial years would necessarily match or exceed the historical published earnings per share of Debenhams.
Related Shares:
Debenhams