5th Mar 2013 11:50
5 March 2013
NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY NEW ORDINARY SHARES, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE FIRM PLACING, PLACING AND OPEN OFFER OR OTHERWISE.
Any investment decision must be made exclusively on the basis of the prospectus published by Communisis plc on 14 February 2013 (incorporating a circular for the purposes of the Listing Rules) (the "Prospectus") and any supplement thereto In connection with the admission of new ordinary shares of the Company to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities.
Communisis plc
("Communisis" or the "Company")
Results of General Meeting
Firm Placing of 37,500,000 New Ordinary Shares and
Placing and Open Offer of 12,500,000 New Ordinary Shares at a price of 40 pence per share
Communisis announces that at the General Meeting of the Company held today, all Resolutions proposed were duly passed on a poll.
The results of the poll are shown below.
Resolution Number | Nature of Resolution | For | Against | Withheld | ||
Votes | % of votes cast | Votes | % of votes cast | Votes | ||
1 | To authorise the directors to allot Ordinary Shares pursuant to the Firm Placing, Placing and Open Offer | 72,448,794 | 98.57% | 1,050,913 | 1.43% | 30,000 |
2 | To authorise the directors to allot Ordinary Shares at an issue price that is at a discount of more than 10% to the middle market price of the Ordinary Shares | 72,448,794 | 98.54% | 1,074,913 | 1.46% | 6,000 |
3 | To authorise the directors to disapply pre-emption rights and allot Ordinary Shares pursuant to the Firm Placing, Placing and Open Offer | 72,286,096 | 98.31% | 1,242,533 | 1.69% | 1,078 |
4 | To authorise the directors to capitalise reserves of the Company in connection with the Sharesave Scheme | 72,472,660 | 98.57% | 1,051,649 | 1.43% | 5,398 |
Notes:
1. Any proxy votes which were at the discretion of the Chairman have been included in the "for" total.
2. The issued share capital as at 5 March 2013 was 141,047,775ordinary shares of 25p each and the number of votes per share is one.
As required by the Listing Rules, a copy of all the resolutions passed will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do.
The form of each of the above resolutions as passed accords with the corresponding item on the Notice of General Meeting included in the Prospectus which is available for viewing or downloading from the Company's website www.communisis.com/investors/agm-documents. A copy of any or all of the resolutions may be obtained by writing to Sarah Caddy, Company Secretary at the Registered Office: Communisis plc, Wakefield Road, Leeds LS10 1DU
Application has been made for the admission of the New Ordinary Shares to the Official List and to trading on the Main Market of the London Stock Exchange. It is expected that Admission will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. tomorrow, 6 March 2013. It is expected that CREST accounts will be credited on 6 March 2013 and that share certificates will be dispatched on or around 14 March 2013.
Following the admission of the New Ordinary Shares, the Company's issued ordinary share capital will comprise 191,047,775 ordinary shares of 25 pence each and the total number of voting rights in the Company will be 191,047,775. The figure of 191,047,775 Ordinary Shares may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Disclosure and Transparency Rules.
The Firm Placing, Placing and Open Offer, pursuant to the terms of the prospectus dated 14 February 2013 (the "Prospectus"), will be fully satisfied and completed on Admission.
Capitalised terms used in this announcement have the meanings given to them in the Definitions section of the Prospectus.
Peter Hickson, Chairman, commented:
"We are delighted that shareholders have approved this significant fundraising for Communisis. The gross proceeds of £20 million will considerably strengthen the balance sheet and provide funding for delivering new contracts, optimising our cost base, for niche acquisitions to supplement organic growth and for working capital."
For further information please contact:
Communisis plc | 020 7382 8952 |
Andy Blundell / Nigel Howes | |
FTI Consulting | 020 7831 3113 |
Matt Dixon / Clare Thomas | |
N+1 Singer | |
Sandy Fraser | 0207 496 3176 |
Richard Lindley | 0113 388 4789 |
Cenkos Securities | 020 7397 8900 |
Ivonne Cantu Alex Aylen |
Nplus1 Singer Advisory LLP
Nplus1 Singer Advisory LLP, which is a member of the London Stock Exchange, is authorised and regulated in the UK by the Financial Services Authority, is acting as sponsor, financial adviser and joint broker to Communisis plc in connection with the proposed Fundraising and Admission. Nplus1 Singer Advisory LLP is acting exclusively for Communisis plc in connection with the Fundraising and Admission and no one else. Nplus1 Singer Advisory LLP will not be responsible to anyone other than Communisis plc for providing the protections afforded to clients of Nplus1 Singer Advisory LLP nor for advising any other person on the transactions and arrangements described in this announcement or the Prospectus. No representation or warranty, express or implied, is made by Nplus1 Singer Advisory LLP as to any of the contents of this announcement or the Prospectus. Apart from the liabilities and responsibilities, if any, which may be imposed on Nplus1 Singer Advisory LLP by the Financial Services and Markets Act 2000 or the regulatory regime established under it, Nplus1 Singer Advisory LLP accepts no responsibility whatsoever for the contents of this announcement or the Prospectus or for any other statement made or purported to be made by it or on its behalf in connection with Communisis plc, the Existing Ordinary Shares, the New Ordinary Shares, the Fundraising or Admission. Nplus1 Singer Advisory LLP accordingly disclaims all and any liability whatsoever whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or the Prospectus or any such statement.
Cenkos Securities plc
Cenkos Securities plc, which is a member of the London Stock Exchange, is authorised and regulated in the UK by the Financial Services Authority, and is acting as joint broker to Communisis plc in connection with the Firm Placing and the Placing. Cenkos Securities plc is acting exclusively for Communisis plc in connection with the Firm Placing and the Placing and no one else. Cenkos Securities plc will not be responsible to anyone other than Communisis plc for providing the protections afforded to clients of Cenkos Securities plc nor for advising any other person on the transactions and arrangements described in this announcement or the Prospectus. No representation or warranty, express or implied, is made by Cenkos Securities plc as to any of the contents of this announcement or the Prospectus. Apart from the liabilities and responsibilities, if any, which may be imposed on Cenkos Securities plc by the Financial Services and Markets Act 2000 or the regulatory regime established under it, Cenkos Securities plc accepts no responsibility whatsoever for the contents of this announcement or the Prospectus or for any other statement made or purported to be made by it or on its behalf in connection with Communisis plc, the Existing Ordinary Shares, the New Ordinary Shares, the Fundraising or Admission. Cenkos Securities plc accordingly disclaims all and any liability whatsoever whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or the Prospectus or any such statement.
Related Shares:
Communisis PLC