Result of EGM

RNS Number : 0199B

Redrow PLC

19 October 2009

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR SWITZERLAND

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The availability of the Rights Issue to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.

19 October 2009

REDROW PLC

Results of General Meeting and despatch of Provisional Allotment Letters

Following the General Meeting held today, Redrow announces that the Resolutions set out below relating to the proposed Rights Issue and the Harrow Estates Transaction announced on 23 September 2009 were duly passed without amendment.

Under the terms of the Rights Issue, Redrow intends to raise net proceeds of approximately £150 million (net of expenses) by way of a Rights Issue of 148,584,705 New Shares on the basis of 13 New Shares for every 14 Existing Shares. Redrow also intends to acquire freehold land assets and options to acquire further strategic land assets, together with the employees of Harrow Estates and the "Harrow Estates" name, for a total consideration of £15 million.

Provisional Allotment Letters will be posted to Qualifying Non-CREST Shareholders on today, save as stated in the Prospectus. It is expected that the Nil Paid Rights will be enabled for settlement in CREST by 8.00 a.m. on 20 October 2009. It is expected that Admission to the Official List will become effective and that dealings in the New Shares will commence on the London Stock Exchange, nil paid, at 8.00 a.m. 20 October 2009. The latest time and date for acceptance and payment in full is 11.00 a.m. on 3 November 2009. Given the proposed industrial action within Royal Mail, shareholders are urged to respond promptly on receipt of the Provisional Allotment Letters.

It is expected that the various elements of the Harrow Estates Transaction will complete tomorrow save for the purchase of the Cadishead Property which will take place in due course. In addition, the Company has been informed that the right of first refusal to acquire the Ashton New Road Property has been exercised by the relevant third party as described in the Prospectus and that, accordingly, the Option in respect of the Ashton New Road Property has lapsed. 

Details of proxy voting instructions, lodged prior to the General Meeting are set out below:

Resolution	For	Against	Discretion	Witheld
Ordinary resolution to approve an increase in the Company's authorised share capital from £33,000,000, divided into 330,000,000 ordinary shares of 10 pence each £48,000,000 divided into 480,000,000 Ordinary Shares of 10 pence each.	104,977,608	144,755	65,939	731,696
Ordinary resolution to increase the Directors ability to allot shares.	104,946,478	169,377	67,839	736,304
Special resolution to authorise the Directors to allot on a non-pre-emptive basis, to the extent applicable, the New Shares in connection with the Rights Issue.	104,175,520	927,681	68,695	747,563
Ordinary resolution to approve certain components of the Harrow Estates Transaction.	9,9057,617	1,794,703	67,839	4,999,839

In accordance with the UK Listing Authority's listing rules, copies of the resolutions will shortly 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 El4 5HS (telephone [phone]).

Enquiries:

Redrow plc

Steve Morgan, Chairman             01244 520044

David Arnold, Group Finance Director

BofA Merrill Lynch (Joint Sponsor and Joint Bookrunner)

Rupert Hume-Kendall                020 7628 1000

Andrew Tusa

J.P. Morgan Cazenove (Joint Sponsor and Joint Bookrunner)

Laurence Hollingworth                020 7588 2828

Patrick Magee

HSBC (Financial Adviser to Redrow and Co-Lead Manager)

Charles Packshaw                020 7991 8888

Simon Cloke

Tulchan Communications

Susanna Voyle                    020 7353 4200

Lucy Legh

This announcement is not a Prospectus. A Prospectus relating to the Rights Issue was published by the Company on 23 September 2009. Investors should only rely on the information contained in the Prospectus and any documents incorporated therein by reference. 

This announcement shall not constitute an offer to buy, sell, issue, subscribe for or otherwise acquire, or the solicitation of an offer to buy, sell or issue, subscribe for or otherwise acquire any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  

This announcement has been issued by and is the sole responsibility of Redrow. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Cazenove, Merrill Lynch International, HSBC, Lloyds TSB Corporate Markets or RBS Hoare Govett or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefor whether arising in tort, contract or otherwise is expressly disclaimed.  

Distribution of this announcement and/or the Provisional Allotment Letters and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Shares into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this announcement comes should inform themselves of and 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 is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or Switzerland or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Australia, Canada, Japan, South Africa or Switzerland or any jurisdiction in which such an offer or solicitation is unlawful. The Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the New Shares have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable 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. Subject to certain exceptions, the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights, and the New Shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States. 

The Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the New Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights, the New Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. 

The Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the New Shares will also not be registered under the securities laws of Australia, Canada, Japan, South Africa and Switzerland and may not be offered, sold, taken up, exercised, resold, renounced, transferred 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 Australia, Canada, Japan, South Africa or Switzerland.

Neither the content of Redrow's website nor any website accessible by hyperlinks on Redrow's website is incorporated in, or forms part of, this announcement. 

J.P. Morgan Cazenove, Merrill Lynch International, HSBC, Lloyds TSB Corporate Markets and RBS Hoare Govett are acting for Redrow and no one else in connection with the Rights Issue and will not regard any other person as a client in relation to the Rights Issue and will not be responsible to anyone other than Redrow for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any matters referred to in this announcement.

Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Prospectus published by the Company on 23 September 2009. 

 

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