Become a Member
  • Track your favourite stocks
  • Create & monitor portfolios
  • Daily portfolio value
Sign Up
Quickpicks
Add shares to your
quickpicks to
display them here!

Results of Meetings

30th Mar 2010 15:50

RNS Number : 4481J
Alliance & Leicester PLC
30 March 2010
 



30 March 2010

Alliance & Leicester plc ("A&L")

PROPOSED EXCHANGE OF A&L PREFERENCE SHARES (ISIN XS0254788515) FOR NEW SANTANDER UK PLC ("SANTANDER UK") PREFERENCE SHARES

Results of Court Meeting, General Meeting, and Preference Class Meeting

A&L is pleased to announce that the Court Meeting, the General Meeting, and the Preference Class Meeting convened to consider and approve the Preference Scheme and associated matters were held earlier today at 2 Triton Square, Regent's Place, NW1 3AN, and that each of the resolutions put to shareholders at these meetings was passed by the requisite majority voting on a poll.

Subject to approval of the Court, and the satisfaction or, where permitted, waiver of the other Conditions (as set out in the Scheme Document sent to registered A&L shareholders on 12 March 2010), the Preference Scheme is expected to become effective on 28 April 2010 and trading of the New Santander UK Preference Shares is expected to commence at 8:00 a.m. on 29 April 2010.

Results of Court Meeting

The number of votes cast for and against the resolution to approve the Preference Scheme put to the Court Meeting, were as follows:

 

Number of A&L Preference Shares voted

% of A&L Preference Shares voted

Number of A&L Preference Shareholders voting

% of A&L Preference Shareholders voting

For

296,281

100%

3

100%

Against

0

0%

0

0%

 

The number of A&L Preference Shares voted for the Preference Scheme represents 98.76% of the A&L Preference Shares issued by A&L. The number of A&L Preference Shares voted against the Preference Scheme represents 0% of the A&L Preference Shares issued by A&L.

Results of General Meeting

The number of votes for and against the resolutions put to the General Meeting (as set out in the Notice of General Meeting at Part 10 of the Scheme Document) were as follows (all resolutions being passed as special resolutions):

Number of A&L Ordinary Shares and A&L Preference Shares (as applicable)

% of A&L Ordinary Shares and A&L Preference Shares (as applicable) voted

 

Resolution 1

For

1,857,083,127 A&L Ordinary Shares

296,281 A&L Preference Shares

100% of A&L Ordinary Shares and A&L Preference Shares voted

Against

0

0%

Withheld*

0

0%

 

Resolution 2

For

1,857,083,127 A&L Ordinary Shares

296,281 A&L Preference Shares

100% of A&L Ordinary Shares and A&L Preference Shares voted

Against

0

0%

Withheld*

0

0%

 

Resolution 3(a)

For

1,857,083,127 A&L Ordinary Shares

296,281 A&L Preference Shares

100% of A&L Ordinary Shares and

A&L Preference Shares voted

Against

0

0%

Withheld*

0

0%

 

Resolution 3(b)

For

1,857,083,127 A&L Ordinary Shares

296,281 A&L Preference Shares

100% of A&L Ordinary Shares and

A&L Preference Shares voted

Against

0

0%

Withheld*

0

0%

 

Resolution 3(c)

For

1,857,083,127 A&L Ordinary Shares

100% of A&L Ordinary Shares voted

Against

0

0%

Withheld*

0

0%

 

 

 

 

Resolution 3(d)

For

1,857,083,127 A&L Ordinary Shares

100% of A&L Ordinary Shares voted

Against

0

0%

Withheld*

0

0%

 

Resolution 3(e)

For

1,857,083,127 A&L Ordinary Shares

296,281 A&L Preference Shares

100% of A&L Ordinary Shares and

A&L Preference Shares voted

Against

0

0%

Withheld*

0

0%

* Withheld votes are not counted in the proportion of the votes "for" or "against" a resolution

Results of Preference Class Meeting

The number of votes for and against the resolutions put to the Preference Class Meeting (as set out in the Notice of Preference Class Meeting at Part 11 of the Scheme Document) were as follows (all resolutions being passed as special resolutions):

Number of A&L Preference Shares

% of A&L Preference Shares voted

Resolution 1

For

296,281

100%

Against

0

0%

Withheld*

0

0%

Resolution 2

For

296,281

100%

Against

0

0%

Withheld*

0

0%

Resolution 3(a)

For

296,281

100%

Against

0

0%

Withheld*

0

0%

Resolution 3(b)

For

296,281

100%

Against

0

0%

Withheld*

0

0%

Resolution 3(c)

For

296,281

100%

Against

0

0%

Withheld*

0

0%

* Withheld votes are not counted in the proportion of the votes "for" or "against" a resolution

Copies of the resolutions passed at the General Meeting and the Preference Class Meeting are being submitted to the Financial Services Authority and will be available for inspection at the Financial Services Authority's document viewing facility, which is situated at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.

Capitalised terms used in this announcement but not defined herein shall have the meanings given to them in the Scheme Document sent to all registered A&L shareholders dated 12 March 2010.

UBS Limited is acting as Advisor to Santander UK in relation to the Preference Scheme.

If you have any questions relating to the Scheme Document or the Prospectus, please contact the Solicitation Agent:

Mark T. Watkins +44 20 7567 0525 [email protected]

Eva Porz +44 20 7567 4785 [email protected]

For legal reasons, UBS will not be able to provide advice on the merits of the Preference Scheme or give any financial or tax advice.

This announcement does not constitute or form part of, and should not be construed as, an offer or invitation to sell, or any solicitation of any offer to purchase securities and does not constitute a prospectus or prospectus equivalent document. The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this announcement 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. A&L will not incur any liability for its own failure or the failure of any other person to comply with the provisions of any such restrictions.

This announcement is not an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. The New Santander UK Preference Shares will not be registered under the US Securities Act of 1933 (the "Securities Act"), as amended, in reliance upon the exemption from the registration requirements of the Securities Act. Neither the US Securities Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed judgement upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

This announcement contains "forward-looking" statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. A&L disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the Financial Services Authority.

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

Related Shares:

Sant Uk.10te%
FTSE 100 Latest
Value8,403.18
Change74.58