19 Aug 2015 13:38
For Immediate Release
19 August 2015
General Industries plc
("General Industries" or "the Company")
Result of General Meeting
Acquisition of Altair Consultancy and Advisory Services Limited Approved
General Industries, an investment company formed to identify and complete an acquisition of a company or business in the services sector, is pleased to announce that, at the General Meeting held at 1.00 p.m. today, all resolutions were passed. Accordingly, subject only to Admission becoming effective from 8.00 a.m. on 20 August 2015, General Industries will complete the acquisition of the entire issued share capital of Altair Consultancy and Advisory Services Limited ("Altair") and become an independent consultancy and advisory company providing advice to a range of public, charitable and private organisations involved in the provisions of affordable and market rent housing.
Resolution 3, placed before the meeting in respect of the approval of the waiver under Rule 9 of the City Code on Takeovers and Mergers ("City Code"), and taken on a poll was approved. The result of the poll was 4,370,784 votes for (representing 83.76 per cent. of those eligible to vote); nil votes against; and nil votes withheld. Accordingly, certain Shareholders of the Enlarged Group who are deemed to be acting in concert under the City Code, the Concert Party, which comprises the Altair Directors, being Fiona Underwood, Steven Douglas, Christopher Wood, Susan Kane, Jeff Zitron and Derek Joseph as well as Richard Wollenberg and his Connected Persons acting in concert with him, being Christie Wollenberg, Stephanie Wollenberg, Rosanna Wollenberg, Lynda Wollenberg and The Cardiff Property Plc, the company controlled by the Wollenberg family, will in aggregate hold 23,594,973 Ordinary Shares representing 74.90 per cent. of the Enlarged Share Capital on Admission.
On Admission, following completion of the Proposals, the Company will have an issued share capital of 31,500,000 Ordinary Shares of 5p each.
The full text of the Resolutions is set out in the Prospectus approved by the UK Listing Authority and dated 20 July 2015, which is available on the Company's website www.general-industries.co.uk Capitalised terms in this announcement are as defined in the Prospectus unless the context otherwise requires.
For further information please contact:
Richard Wollenberg, Chairman, General Industries plc 01784 437 444
Roland Cornish, Beaumont Cornish Limited, Financial Advisor 020 7628 3396
Important Information
The information contained in this announcement is not for release, publication or distribution to persons in the United States, Australia, Canada or Japan or in any jurisdiction where to do so would breach any applicable law. No public offer of securities is being made by virtue of this announcement.
This announcement has been prepared for the purposes of complying with the applicable law and regulation of 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.
Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this announcement.
Any person receiving this announcement is advised to exercise caution in relation to the contents. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.
Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated by the Financial Conduct Authority in the conduct of investment business, is acting exclusively for the Company and for no-one else in connection with the Acquisition and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Beaumont Cornish or for providing advice in relation to the contents of this announcement or any matter referred to in it. Beaumont Cornish is not making any representation, express or implied, as to the contents of this announcement, for which the Company and the Directors are solely responsible. Without limiting the statutory rights of any person to whom this announcement is issued, no liability whatsoever is accepted by Beaumont Cornish for the accuracy of any information or opinions contained in this announcement or for any omission of information, for which and the Company and the Directors are solely responsible. The information contained in this announcement has been prepared solely for the purpose of the Acquisition and Admission and is not intended to be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and accordingly no duty of care is accepted in relation to them.
The Directors and the Company accept responsibility, both individually and collectively, for the information contained in this announcement. To the best of the knowledge of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and contains no omission likely to affect its import.
Forward-looking statements
The Document includes statements that are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the Document and include statements regarding the intentions, beliefs or current expectations of the Company and the Board concerning, among other things: (i) the Company's objective and financing strategies, results of operations, financial condition, capital resources, prospects, capital appreciation of the Ordinary Shares and dividends; and (ii) future deal flow and implementation of active management strategies. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performances. The Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies may differ materially from the forward-looking statements contained in the Document. In addition, even if the Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies are consistent with the forward-looking statements contained in the Document, those results or developments may not be indicative of results or developments in subsequent periods.
Prospective investors should carefully review the "Risk Factors" section of the Document for a discussion of additional factors that could cause the Company's actual results to differ materially, before making an investment decision. For the avoidance of doubt, nothing in this paragraph constitutes a qualification of the working capital statement contained in paragraph 8 of Part VI of the Document (Additional Information).
Forward-looking statements contained in the Document apply only as at the date of the Document. Subject to any obligations under Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules, the Company undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.