24 Jun 2010 13:13
This announcement is not an offer of securities for sale in the United States. The securities discussed herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act. No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Australia, Canada, Japan, the Republic of Ireland, New Zealand or South Africa or to US Persons. This announcement is not for distribution directly or indirectly in or into the United States, Australia, Canada, Japan, the Republic of Ireland, New Zealand or South Africa or to US Persons.
24 June 2010
Better Capital Limited
(the "Company")
RESULT OF EXTRAORDINARY GENERAL MEETING
On 10 June 2010, Better Capital Limited announced the details of a proposed migration to the Official List and a share issue to raise gross proceeds of £67.6 million by the issue of up to 64,380,952 New Shares in aggregate through a Firm Placing and Placing and Open Offer at 105 pence per New Share.
Result of Extraordinary General Meeting
Better Capital Limited is pleased to announce that at the Extraordinary General Meeting held at 10.30 a.m. today, all of the Resolutions relating to the Migration and Firm Placing and the Placing and Open Offer were duly passed without amendment.
Proxy votes (including votes withheld) were validly cast for a total of 111,260,702 Existing Shares of the Company, representing 78.13 per cent. of the total number of votes (142,400,000 Existing Shares) capable of being cast at the EGM. A summary of the proxy votes received by the Company prior to the EGM were as follows:
| Resolution | For | Against | Withheld | ||
|
| Number | % | Number | % | Number |
| 1 | 111,260,702 | 100 | 0 | 0 | 0 |
| 2 | 111,260,702 | 100 | 0 | 0 | 0 |
| 3 | 110,633,344* | 100 | 0 | 0 | 0 |
| 4 | 111,260,702 | 100 | 0 | 0 | 0 |
\* The Chairman was granted discretion in respect of 627,358 shares, which discretion he used to vote in favour of the resolution.
The full text of the Resolutions and the notice convening the Extraordinary General Meeting is set out in the prospectus published by the Company on 10 June 2010 (the "Prospectus") and may be obtained from the Company's website, www.bettercapital.gg.
The results of the Firm Placing and Placing and Open Offer will be announced as soon as possible.
Definitions used in the Prospectus shall have the same meanings when used in this announcement unless the context otherwise requires. This announcement should be read in conjunction with the full text of the Prospectus, copies of which are available at the UK Listing Authority's Document Viewing Facility, which is situated at The UK Listing Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS and on the Company's website.
For further information, please contact:
| Mark Huntley (Director) Administrator and Company Secretary Laurence McNairn
| +44 (0)14 8171 6000 |
| Better Capital LLP Jon Moulton (Chairman)
| +44 (0)20 7440 0840 |
| Numis Securities Limited Sponsor, Nominated Adviser, Broker and Joint Placing Agent Nathan Brown Simon Blank
| +44 (0)20 7260 1000
|
| Dar Capital (UK) Limited Joint Placing Agent Richard Bryant | +44 (0)20 7907 8550
|
Notes to Editors:
Numis
Numis Securities Limited ("Numis Securities"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor, nominated adviser, broker and joint placing agent exclusively to the Company and for no one else in connection with the Admission and Firm Placing and Placing and Open Offer and Migration and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the Admission and Firm Placing and Placing and Open Offer and Migration or any other arrangements referred to herein.
Dar Capital
Dar Capital (UK) Limited ("Dar Capital"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint placing agent exclusively to the Company and for no one else in connection with the Admission and Firm Placing and Placing and Open Offer and Migration and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the Admission and Firm Placing and Placing and Open Offer and Migration or any other arrangements referred to herein.
IMPORTANT NOTICE
This announcement has been issued by, and is the sole responsibility of, the Company. Apart from the responsibilities and liabilities, if any, which may be imposed by the FSMA, no representation or warranty, express or implied, is made or given by, or on behalf of, the Company or Numis Securities or Dar Capital or any of their affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings or any of their respective directors, officers, employees or advisers or any other person as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.
This announcement should be read in conjunction with the Prospectus. The Prospectus is available on the Company's website and is available for inspection on the UK Listing Authority's announcement viewing facility.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any New Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Firm Placing and Placing and Open Offer or otherwise.
The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, the Republic of Ireland, New Zealand or South Africa.
The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.
Any person receiving this announcement is advised to exercise caution in relation to the Firm Placing and Placing and Open Offer. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.