7 Dec 2016 16:00
7 December 2016
Better Capital PCC Limited
(the "Company")
Results of Extraordinary General Meetings
The Company is pleased to announce that each resolution was duly passed without amendment at the extraordinary general meeting of the holders of the 2009 Shares, the extraordinary general meeting of the holders of the 2012 Shares and the extraordinary general meeting of all shareholders, each extraordinary general meeting being held on 7 December 2016.
The proxy votes received by the Company prior to the extraordinary general meetings were as follows:
Extraordinary General Meeting of the holders of the 2009 Shares
Resolution | Votes for (including discretionary) | Votes against | Votes withheld* | ||
Number | % | Number | % | ||
1. Conversion of each of the 2009 Shares into redeemable shares | 170,745,627 | 100 | 0 | 0 | 0 |
2. Adoption of Amended and Restated Articles of Incorporation | 170,745,627 | 100 | 0 | 0 | 0 |
Extraordinary General Meeting of the holders of the 2012 Shares
Resolution | Votes for (including discretionary) | Votes against | Votes withheld* | ||
Number | % | Number | % | ||
1. Authorisation of the Buyback Proposal, as defined in the circular to shareholders dated 25 November 2016 | 176,905,566 | 100 | 0 | 0 | 95,712,137 |
Extraordinary General Meeting of all shareholders
Resolution | Votes for (including discretionary)** | Votes against** | Votes withheld* | ||
Number | % | Number | % | ||
1. Conversion of each of the 2009 Shares into redeemable shares | 454,753,863 | 100 | 0 | 0 | 0 |
2. Authorisation of the Buyback Proposal, as defined in the circular to shareholders dated 25 November 2016 | 335,584,927 | 100 | 0 | 0 | 119,168,936 |
3. Amendments to the Memorandum of Incorporation | 454,753,863 | 100 | 0 | 0 | 0 |
4. Adoption of Amended and Restated Articles of Incorporation | 454,753,863 | 100 | 0 | 0 | 0 |
* A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the relevant resolution. In accordance with the Listing Rules and, as stated in the Circular dated 25 November 2016, Jon Moulton and BECAP12 Fund LP have not voted on the resolution to approve the Buyback Proposal (as defined in the Circular) and accordingly, their votes are recorded as withheld.
** The number of proxy votes in relation to general meetings of all shareholders of the Company has been calculated in accordance with the Company's articles of incorporation. The Company's articles of incorporation provide that at any general meeting of all shareholders of the Company:
1. each holder of 2009 Shares who is present in person shall have one vote and on a poll the vote shall be weighted where a vote cast in relation to each 2009 Share shall count as 1.1096 towards the total number of votes cast; and
2. each holder of 2012 Shares who is present in person shall have one vote and on a poll the vote shall be weighted where a vote cast in relation to each 2012 Share shall count as 0.9770 towards the total number of votes cast.
The full text of all the resolutions can be found in the Notices of Extraordinary General Meetings which is available for viewing at the National Storage Mechanism (http://www.morningstar.co.uk/uk/NSM) and from the Company's website (http://www.bettercapital.gg).
Enquiries:
| |
Better Capital PCC Limited Laurence McNairn (Administrator and Company Secretary)
| +44 (0) 1481 716 000 |
Powerscourt Justin Griffiths
| +44 (0) 20 7250 1446 |
Numis Securities Nathan Brown | +44 (0) 20 7260 1426 |