Result of General Meeting - 12 February 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, HONG KONG, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT.
12 February 2018
Dechra Pharmaceuticals PLC (Dechra)
Results of General Meeting
Dechra is pleased to announce that at the General Meeting of Dechra held earlier today, the Resolutions put to Dechra Shareholders to, inter alia, approve the proposed Acquisition of AST Farma B.V. (AST Farma) and Le Vet Beheer B.V. (Le Vet) was passed with the requisite majority on a show of hands.
Full details of the Resolutions passed, together with the explanatory notes, are set out in Dechra's circular to shareholders dated 25 January 2018 (the "Circular"), including the Notice of General Meeting, which is available on Dechra's website, www.dechra.com. Capitalised terms used but not defined in this announcement have the meaning given in the Circular.
The table below shows the proxy votes received for and against the Resolutions.
Issued share capital at the date of the General Meeting: 98,617,327 ordinary shares
Details of the proxy voting instructions lodged prior to the General Meeting are set out below:
|
Resolution (No. as noted on proxy form) |
Total For (1) |
Total Against |
Withheld (2) |
||
|
|
No. of Votes |
% of vote |
No. of Votes |
% of vote |
No. of Votes |
|
Resolution 1: To approve the Acquisition |
77,906,632 |
99.14 |
679,702 |
0.86 |
1,504,845 |
|
Resolution 2: To authorise the Directors to allot shares to specific limits |
76,626,702 |
97.45 |
2,004,306 |
2.55 |
1,460,171 |
|
Resolution 3: To disapply the pre-emption rights
|
76,573,353 |
97.69 |
1,812,323 |
2.31 |
1,705,503 |
|
Resolution 4: To disapply additional pre-emption rights
|
76,076,294 |
96.75 |
2,552,909 |
3.25 |
1,461,975 |
Notes
1. Includes discretionary votes.
2. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "For" and "Against" a resolution.
3. Resolutions 1 to 2 were ordinary resolutions, requiring more than 50% of shareholder votes to be "for" the resolutions.
4. Resolution 3 to 4 were special resolutions, requiring more than 75% of shareholder votes to be "for" the resolutions.
5. Votes tendered in respect of 80,091,179 shares representing 81.21% of the issued share capital.
A copy of the Resolutions will be submitted to the National Storage Mechanism in accordance with rule 9.6.2 of the UK Listing Rules and will be available for inspection at http://www.morningstar.co.uk/uk/NSM.
Completion of the Acquisition remains subject to satisfaction of the outstanding conditions to Completion, summarised in the Circular, which is expected on 13 February 2018. Admission of the Consideration Shares is expected on the 14 February 2018.
|
For further information contact: |
|
|
Dechra Pharmaceuticals PLC |
Tel: +44 (0) 1606 814 730 |
|
Melanie Hall, Company Secretary |
|
|
e-mail: corporate.enquiries@dechra.com |
|
|
|
|
|
Investec Bank plc (Sole Sponsor, Bookrunner and Broker) |
Tel: +44 (0) 20 7597 5970 |
|
Chris Treneman / Daniel Adams / Jonathan Wynn / Neil Coleman |
|
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|
|
|
TooleyStreet Communications Limited |
Office: +44 (0) 121 309 0099 |
|
Fiona Tooley, Director |
Mobile: +44 (0) 7785 703 523 |
About Dechra
Dechra is an international specialist veterinary pharmaceuticals and related products business. Its expertise is in the development, manufacture and sales and marketing of high quality products exclusively for veterinarians worldwide. The majority of its products are focused on key therapeutic categories where it has leading market positions, and many of its products are used to treat medical conditions for which there is no other effective solution or have a clinical or dosing advantage over competitor products. For more information, please visit: www.dechra.com
Stock Code: Full Listing (Pharmaceuticals): DPH
Trademarks
Dechra and the Dechra 'D' logo are registered Trademarks of Dechra Pharmaceuticals PLC.
IMPORTANT NOTICES
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change without notice.
Investec Bank plc ("Investec") is authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority and is acting exclusively for Dechra and no one else in connection with the Acquisition, the content of this announcement and other matters described in this announcement. Investec will not regard any other person as their client in relation to the Acquisition, the content of this announcement and other matters described in this announcement and will not be responsible to anyone other than Dechra for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Acquisition, the content of this announcement or any other matters referred to in this announcement.
This announcement has been issued by and is the sole responsibility of Dechra. 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 Investec or by any of its affiliates or agents as to, or in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, Dechra or any other person in connection with Dechra, the Acquisition or for any other written or oral information made available to or publicly available to any interested party or its advisers, and nothing in this announcement should be read as a promise or representation in this respect, whether or not to the past or the future. Each of Investec and its affiliates and agents disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement or any such statement.
Neither the content of Dechra's website (or any other website) nor the content of any website accessible from hyperlinks on Dechra's website (or any other website) is incorporated into or forms part of this announcement.
This information is provided by RNS
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