Results of Extraordinary Gene
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
27 May 2009
Travis Perkins plc - Results of Extraordinary General Meeting and despatch of Provisional Allotment Letters
Following the Extraordinary General Meeting held at 11.00 a.m. today, Travis Perkins plc ('Travis Perkins' or the 'Company') announces that the following resolutions (the 'Resolutions') were passed on a show of hands:
Ordinary Resolutions
Resolution 1: to increase the authorised share capital of the Company to £40,000,000 divided into 400,000,000 ordinary shares of 10 pence each.
Resolution 2: to grant the Directors of the Company authority to allot relevant securities up to an aggregate nominal amount of £8,590,337.90.
Special Resolution
Resolution 3: to grant to the Directors of the Company authority to allot equity securities wholly for cash without compliance with pre-emption rights.
The proxy votes received by the Company in favour of each Resolution, against each Resolution and marked as 'Withheld' in respect of each Resolution are set out in the Appendix to this announcement.
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 E14 5HS.
The Provisional Allotment Letters in respect of entitlements to New Shares pursuant to the Rights Issue will be posted today to Qualifying non-CREST Shareholders (other than, subject to certain exceptions, those with registered addresses in the United States, Canada, Australia, Japan, New Zealand or South Africa). It is expected that Nil Paid Rights will be credited to the stock accounts of Qualifying CREST Shareholders (other than, subject to certain exceptions, those with registered addresses in the United States, Canada, Australia, Japan, New Zealand or South Africa) and enabled in CREST at 8.00 a.m. on 28 May 2009.
It is expected that admission of the New Shares to the Official List and to trading on the London Stock Exchange's market for listed securities will become effective and that dealings will commence, nil paid, in the New Shares at 8.00 a.m. on 28 May 2009. The latest time and date for acceptance and payment in full under the Rights Issue is 11.00 a.m. on 11 June 2009.
Definitions used in the Prospectus dated 11 May 2009 shall have the same meanings when used in this announcement, unless the context requires otherwise. All references to time in this announcement are to the time in London.
ENQUIRIES:
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Travis Perkins plc |
Tel: + 44 (0) 1604 683 222 |
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Geoff Cooper, Chief Executive Officer |
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Paul Hampden Smith, Finance Director |
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Square1 Consulting Limited |
Tel: + 44 (0) 20 7929 5599 |
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David Bick/Mark Longson |
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Appendix
Proxy Voting Results
|
Ordinary Resolutions |
For |
Discretionary |
Against |
Withheld* |
Poll Yes/No |
|
Resolution 1: to increase the authorised share capital of the Company to £440,000,000 divided into 440,000,000 ordinary shares of 10 pence each. |
60,055,135 |
61,244 |
1,311,565 |
234,418 |
No |
|
Resolution 2: to grant the Directors of the Company authority to allot relevant securities up to an aggregate nominal amount of £8,590,337.90. |
60,666,886 |
85,624 |
674,733 |
235,119 |
No |
|
Special Resolution |
|
|
|
|
|
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Resolution 3: to grant to the Directors of the Company authority to allot equity securities wholly for cash without compliance with pre-emption rights. |
60,362,374 |
120,306 |
941,085 |
238,597 |
No |
Note
* A 'Vote Withheld' is not a vote in law and is not counted towards the proportion of votes 'For' or 'Against' a resolution.
This announcement is an advertisement. It is not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus which is available from the registered office of Travis Perkins at Lodge Way House, Lodge Way, Harlestone Road, Northampton NN5 7UG and on the Travis Perkins website at www.travisperkinsplc.com. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, any securities (including nil paid rights, fully paid rights or new shares) offered by any person in any jurisdiction in which such an offer or solicitation is unlawful.
Neither the content of Travis Perkins' website nor any website accessible by hyperlinks on Travis Perkins' website is incorporated in, or forms part of, this announcement.
This announcement and the information contained herein do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The nil paid rights, the fully paid rights and the new shares referred to herein and in the Prospectus have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the nil paid rights, the fully paid rights or the new shares in the United States.
This announcement and the information contained herein do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in Australia, Canada, Japan, South Africa, New Zealand or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction, and no public offer of rights or shares will be made in such jurisdictions. The nil paid rights, the fully paid rights and the new shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws.
HSBC Bank plc, Citigroup Global Markets Limited, Citigroup Global Markets U.K. Equity Limited, Barclays Bank PLC, BNP Paribas, The Royal Bank of Scotland plc and Tricorn Partners LLP are acting exclusively for Travis Perkins and no one else in connection with the Rights Issue and will not regard any other person as their respective client in relation to the Rights Issue and will not be responsible to anyone other than Travis Perkins 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.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters by the FSMA, none of the Underwriters accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement, including its accuracy, completeness or verification or regarding the legality of an investment in the Nil Paid Rights, the Fully Paid Rights or the New Shares by an offeree or purchaser thereof under the laws applicable to such offeree or purchaser or for any other statement made or purported to be made by them, or on their behalf, in connection with Travis Perkins, the Nil Paid Rights, the Fully Paid Rights, the New Shares 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. The Underwriters accordingly disclaim any responsibility and liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.
The distribution of this announcement and/or the Prospectus and/or any other materials published in connection with the Rights Issue and/or the transfer of the nil paid rights, fully paid rights and/or new shares into jurisdictions other than the UK may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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