Last checked at 26 Apr 2023 16:41
26 April 2023
BREEDON GROUP PLC
Result of Scheme Meetings and Annual General Meeting
On 29 March 2023, Breedon Group plc (the "Company" and together with its subsidiaries, "Breedon" or the "Group") announced the publication of the circular (the "Scheme Document") in relation to the proposed reorganisation of the Group by which a new holding company of the Group incorporated in England and Wales ("New Breedon") would be introduced by way of a scheme of arrangement (the "Scheme").
The board of directors of Breedon announce that a Jersey court meeting (the "Court Meeting") was convened today at 2:15pm to approve the Scheme, and a scheme general meeting (the "Scheme General Meeting") to approve the special resolution, as detailed within Part 8 of the Scheme Document, occurred thereafter at 2:30pm.
The Company is pleased to announce that all resolutions proposed at the Court Meeting and Scheme General Meeting were duly passed by the requisite majority of shareholders. The resolutions and voting outcomes are set out below. Capitalised terms used in this announcement shall, unless otherwise defined, have the meanings set out in Part 8 of the Scheme Document
Results of the Court Meeting
At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 73.37 per cent by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The table below sets out the results of the resolution proposed at the Court Meeting:
| Number of Scheme Shares voted | % of Scheme Shares voted | Number of Scheme Shareholders who voted | % of Scheme Shareholders who voted | Number of Scheme Shares voted as a % of the issued share capital entitled to vote on the Scheme |
For | 1,243,229,157 | 94.19 | 212 | 90.21 | 73.37 |
Against | 76,686,943 | 5.81 | 23 | 9.79 | 4.53 |
Total | 1,319,916,100 | 100.00 | 235 | 100.00 | 77.90 |
Results of the Scheme General Meeting
At the Scheme General Meeting, the special resolution to authorise (amongst other things) the implementation of the Scheme was duly passed by Breedon Shareholders. The table below sets out the results of the resolution proposed at the Scheme General Meeting:
| Number of Breedon Shares voted | % of Breedon Shares voted |
For | 1,237,447,466 | 94.16 |
Against | 76,694,951 | 5.84 |
Total | 1,314,142,417 | 100.00 |
Annual General Meeting
The Annual General Meeting of Breedon (the "AGM") was also held on 26 April 2023 at Pinnacle House, Breedon on the Hill, Derby, DE73 8AP at 2:00pm.
All resolutions were duly passed on a poll and the results of each resolution were as follows:
Ordinary resolutions:
Votes for | % in favour | Votes against | Votes total | Votes withheld | ||
1 | To adopt the Financial Statements and the reports of the Directors and of the Auditor for the year ended 31 December 2022 | 1,309,253,031 | 100.00 | 59,290 | 1,312,118,841 | 2,806,520 |
2 | To reappoint the Auditor | 1,305,015,300 | 99.47 | 6,902,031 | 1,312,118,841 | 201,510 |
3 | To authorise Directors to determine the fee payable to the Auditor | 1,310,717,878 | 99.91 | 1,232,752 | 1,312,118,841 | 168,211 |
4 | To approve the Directors' Remuneration Report | 1,275,901,377 | 97.26 | 35,911,563 | 1,312,118,841 | 305,901 |
5 | To approve a final dividend | 1,311,947,743 | 100.00 | 24,230 | 1,312,118,841 | 146,868 |
6 | To reappoint Amit Bhatia as a Director of the Company | 1,300,488,958 | 99.13 | 11,353,567 | 1,312,118,841 | 276,316 |
7 | To reappoint James Brotherton as a Director of the Company | 1,307,858,163 | 99.69 | 4,002,475 | 1,312,118,841 | 258,203 |
8 | To reappoint Carol Hui as a Director of the Company | 1,309,336,387 | 99.80 | 2,596,908 | 1,312,118,841 | 185,546 |
9 | To reappoint Pauline Lafferty as a Director of the Company | 1,280,298,753 | 97.59 | 31,559,502 | 1,312,118,841 | 260,586 |
10 | To reappoint Helen Miles as a Director of the Company | 1,309,259,324 | 99.80 | 2,598,617 | 1,312,118,841 | 260,900 |
11 | To reappoint Clive Watson as a Director of the Company | 1,305,277,175 | 99.50 | 6,565,036 | 1,312,118,841 | 276,630 |
12 | To reappoint Rob Wood as a Director of the Company | 1,308,541,595 | 99.75 | 3,319,043 | 1,312,118,841 | 258,203 |
13 | To authorise Directors to allot shares | 1,271,179,886 | 96.89 | 40,741,010 | 1,312,118,841 | 197,945 |
Special resolutions:
Votes for | % in favour | Votes against | Votes total | Votes withheld | ||
14 | To disapply pre-emption rights in relation to the allotment of shares | 1,281,046,805 | 97.64 | 30,898,323 | 1,312,118,841 | 173,713 |
15 | To authorise the Directors to allot shares issued for an acquisition without applying pre-emption rights | 1,218,490,151 | 92.88 | 93,454,278 | 1,312,118,841 | 174,412 |
16 | To authorise the Company to purchase its own shares | 1,231,234,363 | 99.53 | 5,796,960 | 1,312,118,841 | 75,087,518 |
Notes:
1. Votes 'For' include those votes giving the Chair discretion.
2. The number of ordinary shares in issue at 6.00 p.m. on 24 April 2023 was 1,694,428,520. Shareholders are entitled to one vote per share.
3. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
Next Steps
The Scheme remains subject to the approval of the Court at the hearing scheduled for 9:00am on 16 May 2023, and certain other conditions as set out in Part 2 of the Scheme Document.
The indicative timetable of the key milestones outstanding under the Scheme remains as set out on page 9 of the Scheme Document and is also set out below:
The following dates are indicative only and are subject to change1 | |
Expected date of publication of the Prospectus by New Breedon | 11 May 2023 |
Sanction Hearing (to sanction the Scheme) | 9.00 a.m. on 16 May 2023 |
Scheme Record Time | 6.00 p.m. on 16 May 2023 |
Last day of dealings in, and for the registration of transfers of, and disablement in CREST of, Breedon Shares on AIM | 16 May 2023 |
Effective Date | 16 May 20232 |
Cancellation of admission to trading of Breedon Shares on AIM | by 8.00 a.m. on 17 May 2023 |
Admission of New Breedon Shares to listing on the premium listing segment of the Official List and to trading on the Main Market and commencement of dealings | 8.00 a.m. on 17 May 2023 |
Crediting of New Breedon Shares to CREST accounts | 8.00 a.m. on 17 May 2023 |
Share certificates for New Breedon Shares expected to be despatched within 10 Business Days of Admission | by 1 June 2023 |
Long Stop Date | 30 June 20233 |
1. These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Jersey Registrar of Companies. Participants in Breedon Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under Breedon Share Plans, including details of any appropriate proposals being made and dates and times relevant to them.
2. Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Jersey Registrar of Companies. This is presently expected to occur on 16 May 2023, subject to satisfaction or (where capable of waiver), waiver of the Conditions.
3. This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as Breedon and New Breedon may agree (and as the Court may allow, should such approval be required).
Enquiries: | |
Breedon Group plc | +44 (0) 1332 694010 |
Rob Wood, Chief Executive Officer | |
James Brotherton, Chief Financial Officer | |
Louise Turner-Smith, Head of Investor Relations | +44 (0) 7860 911909 |
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Moelis (Financial Adviser to Breedon) | +44 (0) 207 634 3500 |
Mark Aedy, Daniel Muldoon, Andrew Welby | |
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Numis (Sponsor, NOMAD and joint broker) | +44 (0) 20 7260 1000 |
Ben Stoop, Oliver Hardy (NOMAD) | |
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HSBC (Joint broker) | +44 (0) 20 7991 8888 |
Sam McLennan, Joe Weaving | |
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MHP (Public relations adviser) | +44 (0) 20 3128 8193 |
Reg Hoare, Rachel Farrington, Charles Hirst | breedon@mhpgroup.com |
About Breedon Group plc
Breedon Group plc, a leading vertically-integrated construction materials group in Great Britain and Ireland, delivers essential products to the construction sector. Breedon holds 1bn tonnes of mineral reserves and resources with long reserve life, supplying value-added products and services, including specialty materials, surfacing and highway maintenance operations, to a broad range of customers through its extensive local network of quarries, ready-mixed concrete and asphalt plants.
The Group's two well-invested cement plants are actively engaged in a number of carbon reduction practices, which include utilising alternative raw materials and lower carbon fuels. Breedon's 3,700 colleagues embody our commitment to 'Make a Material Difference' as the Group continues to execute its strategy to create sustainable value for all stakeholders, delivering growth through organic improvement and acquisition in the heavyside construction materials market.