EGM Statement

RNS Number : 5301T

Shanks Group PLC

08 June 2009

 



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

Shanks Group plc ('Shanks' or the 'Company')

RESULT OF EXTRAORDINARY GENERAL MEETING

The Board of Directors of Shanks announces that the Resolution, proposed as a special resolution at today's Extraordinary General Meeting ('EGM'), relating to the Rights Issue announced by the Company on 21 May 2009 was passed, without amendment, by the required majority on a show of hands.

The Resolution was proposed to: (a) increase the Company's authorised share capital to £45,000,000; (b) grant authority to the directors to allot the Rights Issue Shares, and otherwise up to £5,330,033.20; and (c) disapply pre-emption rights in respect of the Rights Issue Shares, and otherwise up to £1,190,100.  Further details of the Resolution are described in the Notice of Extraordinary General Meeting set out in the prospectus sent to shareholders on 21 May 2009 (the 'Prospectus').

A summary of the proxy votes received prior to the EGM is set out below, based on the 238,019,801 ordinary 10 pence shares in issue. 

Votes For & Discretion:     124,987,279       (99.87% of total votes cast)

Votes Against:                        165,606       (0.13% of total votes cast)

Votes Withheld:                      640,590

The total number of shareholders voting was 708, representing 125,152,885 shares and amounting to approximately 52.58% of the issued share capital of the Company. 

The voting figures will shortly be available to view on the Company's website (www.shanksplc.co.uk).

In accordance with Listing Rule 9.6.2, two copies of the Resolution will shortly be available for inspection at the  UK Listing Authority's Document Viewing Facility which is situated at 25 The North Colonnade, Canary Wharf, London E14 5HS.

It is expected that Provisional Allotment Letters in relation to the Rights Issue Shares to be issued pursuant to the Rights Issue will be posted to Qualifying non-CREST Shareholders (other than Overseas Shareholders) later today.

Terms defined in the Prospectus have the same meanings in this announcement, unless otherwise defined.

For further information, please contact: 

Shanks Group plc Tom Drury, Group Chief Executive Chris Surch, Group Finance Director

[phone]

IMPORTANT NOTICE 

This announcement is not an offer of securities for sale in the United States. The securities discussed herein have not been and will not be registered under the US Securities Act of 1933, as amended (the 'US Securities Act') and may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act. No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia, Japan or South Africa OR ANY OTHER JURISDICTION WHERE TO DO SO CONSTITUTES A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS.

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any Securities referred to in this announcement except on the basis of information in the Prospectus.  This announcement does not constitute, or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Securities should only be made on the basis of information contained in and incorporated by reference into the Prospectus which contains further details relating to the Company in general as well as a summary of the risk factors to which any investment is subject. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue.  This announcement is not directed to, or intended for distribution or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability, or use would be contrary to law or regulation which would require any registration or licensing within such jurisdiction. In particular, this announcement is not for distribution in the United States, Australia, Canada, Japan or South Africa. The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever.  Any forwarding, distribution, reproduction, or disclosure of this announcement in whole or in part is unauthorized.  Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

RBS Hoare Govett Limited ('RBS Hoare Govett') and Greenhill & Co. International LLP ('Greenhill'), each of which is authorised and regulated in the United Kingdom by the FSA, are acting exclusively for the Company and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company 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.

This announcement has been issued by, and is the sole responsibility of the Company.  This announcement should not be considered a recommendation by the Company, RBS Hoare Govett or Greenhill or any of their respective directors, officers, employees, advisers or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings or in relation to any purchase of or subscription for Securities.  Apart from the responsibilities and liabilities, if any, which may be imposed on RBS Hoare Govett and Greenhill by the FSMA, each of RBS Hoare Govett and Greenhill or any of their respective directors, officers, employees, advisers or any of their respective affiliates, accept(s) no responsibility whatsoever for, and makes no representation or warranty, express or implied, in relation to, the contents of this announcement (including, but not limited to, its accuracy, fairness, sufficiency completeness or verification) or any other opinion or statement made or purported to be made by it, or on its behalf, in connection with the Company, the Rights Issue or any of the Securities.  RBS Hoare Govett and Greenhill and each of their respective directors, officers, employees, advisers or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement or any such opinion or statement.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share. Prices and values of, and income from, shares may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.

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

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

 

END

 

 

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