Result of General Meeting

RNS Number : 2795D

WANdisco Plc

05 July 2016

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

5 July 2016

WANdisco plc

Result of General Meeting

All Resolutions Passed

On 10 June 2016, WANdisco plc (LSE: WAND) ("WANdisco", the "Company" and, together with its subsidiary undertakings, the "Group"), the leading provider of non-stop Big Data, announced the proposed Placing of and Subscription for a total of 6,465,517 new Ordinary Shares at 160 pence per share to raise approximately $15.0 million (£10.3 million) (before expenses). The Placing and Subscription were subject, inter alia, to approval by Shareholders of the Resolutions set out in the Notice of General Meeting.

Pursuant to the Subscription Agreement, the US investors agreed to subscribe for an aggregate in $ whilst the Ordinary Shares are priced in £. Therefore, due to movements in the $/£ exchange rate since 10 June 2016, the Company will be allotting an additional 413,175 new Ordinary Shares to the subscribers pursuant to the Subscription.  The total number of new Ordinary Shares to be allotted pursuant to the Placing and Subscription therefore will be 6,878,692 new Ordinary Shares raising in aggregate $14.6 million (£11.0 million) (before expenses).

The Company is pleased to announce that all of the Resolutions which were put to the General Meeting, which took place earlier today, were duly passed.

The proxy voting results for the Resolutions were as follows:

Resolution 1: ordinary resolution to authorise the Directors to allot relevant securities

	Number of Ordinary Shares voted	Percentage of Ordinary Shares voted
For	24,469,969	81.6%
Against	0	0%
Total votes cast	24,469,969	81.6%
Withheld*	0	0%

Resolution 2: special resolution to approve the disapplication of pre-emption rights

	Number of Ordinary Shares voted	Percentage of Ordinary Shares voted
For	24,469,969	81.6%
Against	0	0%
Total votes cast	24,469,969	81.6%
Withheld*	0	0%

*A vote withheld is not a vote in law and does not count in the total of votes cast.

Any proxy appointments which gave discretion to the chairman of the meeting have been included in the 'For' total.

The issued share capital of the Company eligible to vote on the Resolutions is 29,982,198 Ordinary Shares of ten pence each.

The Placing and Subscription remain conditional, inter alia, upon Admission. Admission is expected to become effective at 8.00 a.m. on 6 July 2016.

Terms defined in the circular dated 10 June 2016 have the same meaning in this announcement, save where the context otherwise requires.

The Ordinary Shares trade under the trading ticker WAND and ISIN number JE00B6Y3DV84.

The Depositary Interests representing certain Ordinary Shares trade under the trading ticker WAN2 and ISIN number JE00BYPG6G89.

WANdisco plc David Richards, Chief Executive Officer Paul Harrison, Chief Financial Officer Phil Branston, VP Corporate Development & Investor Relations	via FTI Consulting
Investec Bank plc - Nominated Adviser Corporate Broker and Sole Bookrunner Christopher Baird / Dominic Emery / Henry Reast / Sebastian Lawrence	[phone]
FTI Consulting - PR Adviser	[phone]
Matt Dixon / Rob Mindell

This Announcement or any part of it 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 (including its territories and possessions, any state of the United States and the District of Columbia). The New Ordinary Shares have not been and will not be registered under the United States 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, sold or transferred, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States.

 

END

 

 

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