Result of EGM
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR FORWARDING, RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
National Express Group PLC
27 November 2009
Result of Extraordinary General Meeting
National Express Group PLC ("National Express" or the "Company") announces that at the Extraordinary General Meeting held today in relation to its recently announced Rights Issue, both of the Resolutions set out in the Notice of EGM contained in the Prospectus relating to the Rights Issue, which was published by the Company on 11 November 2009, were duly passed without amendment.
The passing of the Resolutions will enable the Company to proceed with the fully underwritten Rights Issue to raise net proceeds of approximately £360 million. Accordingly, subject to certain exceptions, Provisional Allotment Letters will be sent today to Qualifying Non-CREST Shareholders on the register as at close of business on 24 November 2009, and CREST stock accounts are expected to be credited with Nil Paid Rights in respect of New Ordinary Shares at 8.00 a.m. on 30 November 2009.
Application has been made to the UK Listing Authority and to the London Stock Exchange for 357,038,742 New Ordinary Shares (nil paid and fully paid) to be admitted to the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange, respectively. It is expected that Admission will become effective and that dealings on the London Stock Exchange in the New Ordinary Shares (nil paid) will commence at 8.00 a.m. on 30 November 2009.
The Resolutions were passed at the Extraordinary General Meeting on a poll. Details of the votes cast (including proxy votes) are as follows:
|
|
For |
Against |
Withheld |
|
Resolution 1 To increase the limit on the maximum nominal amount of shares which may be allotted by the Company |
66,013,158 (67.96%) |
31,116,629 (32.04%) |
207,592 |
|
Resolution 2 To authorise the Directors to allot shares in the Company |
62,992,474 (66.81%) |
31,295,692 (33.19%) |
3,049,376 |
Copies of the Resolutions have been submitted to the UK Listing Authority in accordance with paragraph 9.6.2 of the Listing Rules and will shortly be available to the public for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
The Document Viewing Facility is open from 9.00 a.m. to 5.30 p.m. on every weekday except bank holidays.
Further information on the rights issue is available on the Company's
website http://www.nationalexpressgroup.com.
Defined terms used in this announcement shall have the same meanings as in the Prospectus, unless the context requires otherwise.
ENQUIRIES:
National Express Group PLC
Jez Maiden +44 20 7506 4324
Nicole Lander +44 121 460 8401
Maitland (Financial PR) +44 20 7379 5151
Neil Bennett
George Hudson
BofA Merrill Lynch +44 20 7628 1000
(Joint Sponsor, Joint Global Co-ordinator, Joint Bookrunner and Joint Lead Underwriter to the Rights Issue)
Simon Mackenzie-Smith
Philip Noblet
Justin Anstee
Elliot Richmond
Simon Fraser (Corporate Broking)
Andrew Osborne (Corporate Broking)
Morgan Stanley +44 20 7425 8000
(Joint Sponsor, Joint Global Co-ordinator, Joint Bookrunner and Joint Lead Underwriter to the Rights Issue)
Matthew Jarman
Peter Moorhouse (Corporate Broking)
Edward Knight (Corporate Broking)
Unless otherwise stated references to time contained in this announcement are to UK time. This announcement has been issued by and is the sole responsibility of National Express.
IMPORTANT NOTICE:
This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for 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. Persons into whose possession this announcement or any such document comes should inform themselves about and observe any relevant legal restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The information contained herein is not for forwarding, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein (the "Securities") have not been and will not be registered under the US 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 or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the Securities in the United States.
Each of Merrill Lynch International, Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Barclays Bank PLC, RBS Hoare Govett Limited, Banco Bilbao Vizcaya Argentaria S.A., BNP PARIBAS, Commerzbank Aktiengesellschaft, and HSBC Bank plc (the "Banks") is acting exclusively for the Company and no-one else in relation to the Rights Issue and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or any other matter referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by the FSMA, each of the Banks accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for 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 its behalf, in connection with the Company, the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights or the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of the Banks accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.
Each of the Banks may, in accordance with applicable legal and regulatory provisions and the terms of the Underwriting Agreement, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights or Ordinary Shares and/or related instruments for its own account for the purpose of hedging its underwriting exposure or otherwise in connection with the Rights Issue. Except as required by applicable law or regulation, the Banks do not propose to make any public disclosure in relation to such transactions.
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 of the United Kingdom.
This information is provided by RNS
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