Result of SGM

RNS Number : 3359K

Utilico Limited

16 April 2010

 



For immediate release on 16 April 2010

Utilico Limited

 ("Utilico" or the "Company")

Result of SGM and distribution to Shareholders

Result of SGM

On 30 March 2010, Utilico sent a circular to Shareholders outlining proposals to amend the Company's Bye-laws so as to permit the Company to make cash distributions to Shareholders through the creation, and one or more bonus issues, of New Ordinary Shares which will be immediately bought back by the Company.

The Board is pleased to announce that at the Special General Meeting held earlier today, these proposals were approved by Shareholders. The voting result on each of the Resolutions was as follows:

Resolution	Business	Votes in favour*	%	Votes against	%
1	Creation of New Ordinary Shares	63,584,752	98.8	763,502	1.2
2	Amendment to Bye-laws	63,570,517	98.8	763,502	1.2

* The "Votes in favour" include those votes giving the Chairman discretion

Distribution to Shareholders

In accordance with the Company's revised Bye-laws, the Board proposes to make a cash distribution of 12p per Ordinary Share by way of a bonus issue of New Ordinary Shares credited as fully paid to holders of Ordinary Shares on the record date of 21 April 2010. The New Ordinary Shares will be bought back by the Company immediately after their allotment at the market value at close of business on 21 April 2010. Fractions of New Ordinary Shares will not be issued. The cash distribution is conditional on the ZDP Cover immediately following the repurchase of the New Ordinary Shares being not less than 1.4 times.

The Company will utilise its share premium account to pay up the nominal value of the New Ordinary Shares and the premium (being the difference between the market value on 21 April 2010 and the nominal value of the New Ordinary Shares) on the subsequent repurchase by the Company. An amount equal to the consideration payable for the New Ordinary Shares will be transferred from the Company's revenue reserves to a new special reserve which will not be available for the payment of future dividends and will not constitute Winding-Up Revenue Profits (as defined in the Bye-laws) in the event of the Company's liquidation.

Following the proposed distribution, under the terms of the 2012 Warrant Instrument, an adjustment is required to be made to the subscription price and additional warrants are required to be issued to Warrantholders (or alternatively an adjustment made to the subscription terms of the existing Warrants). The Company therefore intends to write to Warrantholders setting out the terms of such adjustments shortly and an announcement will be made at that time.

Shareholders who hold their Ordinary Shares in uncertificated form will have their CREST accounts credited on 26 April 2010 and cheques will be despatched to Shareholders who hold Ordinary Shares in certificated form by no later than 27 April 2010.

Capitalised terms used in this announcement will have the same meaning as in the Circular sent to Shareholders on 30 March 2010 unless the context requires otherwise.

For further information contact:

Arbuthnot Securities Limited	020 7012 2000
Alastair Moreton / Hannah Pearce
F&C Management Limited	0131 718 1074
Rhonda Nicoll

 

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