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Result of General Meeting

28th Feb 2011 14:55

RNS Number : 0032C
Findel PLC
28 February 2011
 



28 February 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND, THE UNITED STATES OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM WHERE THE DISTRIBUTION OF SUCH MATERIALS MAY LEAD TO A BREACH OF ANY RELEVANT LEGAL OR REGULATORY REQUIREMENT

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY NEW ORDINARY SHARES OR PLACING SHARES, AS REFERRED TO IN THIS ANNOUNCEMENT, EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM FINDEL PLC'S WEBSITE

 

Findel plc ("Findel" or the "Company")

Result of General Meeting and Despatch of Provisional Allotment Letters

 

The Board of Findel is pleased to announce that the Resolutions proposed at the General Meeting held today to approve the proposed 5 for 2 Rights Issue of 1,223,605,440 New Ordinary Shares, the proposed Placing of 5,803,048 Placing Shares and other related matters, were duly passed without amendment by the required majority. Further details of the Resolutions were set out in a combined prospectus and circular to shareholders of Findel published on 11 February 2011.

The proxy votes for each Resolution were as follows:

Resolution

For

Against

Withheld

Resolution 1: Ordinary resolution to authorise the Directors of the Company to allot shares pursuant to Section 551 of the Companies Act 2006

320,752,976 (99.44%)

1,799,351

(0.56%)

478,246

Resolution 2: Special resolution to authorise the Directors to allot relevant securities on a nonpre-emptive basis in connection with the Rights Issue and Placing

320,644,788 (99.46%)

1,736,023 (0.54%)

649,762

Resolution 3: Ordinary resolution to approve the Rule 9 waiver in respect of the TAM Concert Party

213,035,764 (98.98%)

2,200,122 (1.02%)

107,794,687

Resolution 4: Special resolution to adopt new Articles of Association

321,291,004 (99.46%)

1,730,015 (0.54%)

9,554

Resolution 5: Ordinary resolution to approve the Placing of 5,803,048 New Ordinary Shares at a discount

320,239,587 (99.31%)

2,236,111 (0.69%)

554,875

Resolution 6: Ordinary resolution to approve the Placing with Findel Directors

320,346,284 (99.32%)

2,186,134 (0.68%)

498,155

Resolution 7: Ordinary resolution to amend the rules of the Findel Performance Share Plan

316,587,498 (98.38%)

5,197,328 (1.62%)

1,245,747

Resolution 8: Ordinary resolution to approve special award for Roger Siddle

287,490,994 (89.76%)

32,813,517 (10.24%)

2,726,062

 

As at the close of business on 25 February 2011, the total number of Existing Ordinary Shares eligible to be voted at the General Meeting was 489,442,176.

The Rights Issue remains conditional upon the Underwriting Agreement becoming unconditional in all respects and upon Admission.

The passing of the Resolutions will enable the Company to proceed with the Rights Issue and Placing to raise net proceeds of £80.5 million as announced on 11 February 2011. Provisional Allotment Letters will be posted today to Qualifying Non-CREST Shareholders, save as stated in the Prospectus. It is expected that Admission will take place, and that dealings in Nil Paid Rights commence at 8.00 a.m. on 1 March 2011. The latest time and date for acceptance and payment in full is 11.00 a.m. on 15 March 2011.

This announcement should be read in conjunction with the full text of the Prospectus published on 11 February 2011. Definitions used in the Prospectus shall have the same meanings when used in this announcement unless the context otherwise requires. Details of the Resolutions and further information relating to the Rights Issue and Placing can also be viewed at the Company's website, www.findel.co.uk.

For further information, please contact:

Findel plc T: +44 (0)161 303 3465David Sugden, ChairmanRoger Siddle, Chief ExecutiveTim Kowalski, Finance Director

Financial Dynamics T: +44 (0)20 7831 3113Jonathon Brill / Oliver Winters

Important notice:

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or issue, or any solicitation of an offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for any security of the capital of the Group in any jurisdiction. This announcement is an advertisement and does not constitute a prospectus. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue or the Placing. Any purchase of or application for New Ordinary Shares or Placing Shares under or in connection with the Rights Issue or the Placing should only be made on the basis of information contained in the Prospectus.

The distribution of this announcement and information and documentation relating to the Rights Issue and Placing may be restricted by law in certain jurisdictions. Persons to whose attention this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement and the information contained herein are not for release, publication or distribution in or into Canada, Japan, New Zealand, South Africa, Switzerland, the United States or any other jurisdiction outside the United Kingdom where the distribution of such materials may lead to a breach of any relevant legal or regulatory requirement (a "Restricted Jurisdiction").

This announcement (including the terms and conditions set out herein) does not constitute an offer of securities for sale in the United States or any of the other Restricted Jurisdiction and none of the New Ordinary Shares or the Placing Shares have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state of the United States or any of the Restricted Jurisdictions. Neither the New Ordinary Shares nor the Placing Shares may be offered, sold, resold or delivered, directly or indirectly, in or into the United States except pursuant to an effective registration statement under the Securities Act or pursuant to a valid exemption from registration or to any national, resident or citizen of any other Restricted Jurisdiction.

Neither the New Ordinary Shares nor the Placing Shares have been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offer of the New Ordinary Shares or the accuracy or adequacy of the Prospectus or this announcement. Any representation to the contrary is a criminal offence in the United States.

This information is provided by RNS
The company news service from the London Stock Exchange
 
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