27 Dec 2019 12:51
27 December 2019
Countrywide plc
("Countrywide", "Group")
Results of General Meeting
Voting results of General Meeting
Countrywide is pleased to announce that at the General Meeting held today at 10:00 a.m. at 25 Charterhouse Square, London EC1M 6AE the resolutions as set out below were duly passed by shareholders by way of a poll:
·; | Resolution 1 - Sale of Lambert Smith Hampton Limited Resolution (proposed as an ordinary resolution) |
·; | Resolution 2 - 50 for 1 Share Consolidation Resolution (proposed as an ordinary resolution) |
·; | Resolution 3 - General power to allot (proposed as an ordinary resolution) |
·; | Resolution 4 - General power to disapply pre-emption rights (proposed as a special resolution) |
·; | Resolution 5 - Additional authority to disapply pre-emption rights for purposes of acquisitions or capital investments (proposed as a special resolution) |
·; | Resolution 6 - Authority to undertake market purchase of own shares (proposed as a special resolution) |
The results of the poll are as follows:
RESOLUTION | VOTES | ||||||
FOR | AGAINST | WITHHELD | TOTAL | ||||
Votes | % | Votes | % | Votes |
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1 | Sale Resolution | 1,319,697,648 | 99.97 | 439,817 | 0.03 | 2,046 | 1,320,137,465 |
2 | Share Consolidation | 1,319,680,724 | 99.97 | 455,748 | 0.03 | 3,039 | 1,320,136,472 |
3 | General power to allot | 1,318,358,661 | 99.96 | 505,300 | 0.04 | 1,275,550 | 1,318,863,961 |
4 | General power to disapply pre-emption rights | 1,319,398,996 | 99.95 | 627,057 | 0.05 | 113,458 | 1,320,026,053 |
5 | Additional authority to disapply pre-emption rights for purposes of acquisitions or capital investments | 1,189,296,045 | 90.10 | 130,726,392 | 9.90 | 117,074 | 1,320,022,437 |
6 | Authority to undertake market purchase of own shares | 1,318,264,720 | 99.87 | 1,764,871 | 0.13 | 109,920 | 1,320,029,591 |
The poll results will also be posted on Countrywide's website.
A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
Resolutions 4, 5 and 6 were special resolutions and the full text of all of the resolutions is set out the circular and notice of General Meeting available on Countrywide's website. A copy of the resolutions has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
Sale of Lambert Smith Hampton "LSH" Resolution
Countrywide announced on Friday 29 November 2019 the disposal of Lambert Smith Hampton Limited ("LSH"), to John Bengt Moeller for £38 million in cash, subject to shareholder approval (the "Sale").
Countrywide confirms that, following the passing of the Sale resolution, it intends to complete the Sale on 31 December 2019.
Details of the proposed Sale were set out in a circular published on 29 November 2019 and this can be found on the Countrywide website at the following location, www.countrywide.co.uk/corporate/investor-relations.
50 for 1 Share Consolidation Resolution
The resolution relating to the consolidation of Countrywide's ordinary shares on the basis of 1 ordinary share of £0.50 for every 50 existing ordinary shares of £0.01 each, which will subsequently be consolidated, subdivided and re-designated into one new ordinary share of £0.01 and 49 deferred shares of £0.01, thereby reducing the number of ordinary shares in issue, has been passed.
Following admission of the new ordinary shares, Countrywide's issued share capital will consist of 32,826,068 ordinary shares of £0.01 each, of which 63,049 shares will be held in treasury. The total number of voting rights will be 32,763,019.
PRINCIPAL EVENTS | TIME AND/OR DATE |
Latest time for dealings in Qualifying Ordinary Shares | 27 December 2019 |
Record Time | 6:00 p.m. on 27 December 2019 |
Admission | 8:00 a.m. on 30 December 2019 |
Commencement of dealings in New Ordinary Shares | 8:00 a.m. on 30 December 2019 |
CREST accounts credited with New Ordinary Shares (uncertificated Shareholders only) | 30 December 2019 |
Expected completion of the Sale | 31 December 2019 |
Despatch of definitive certificates for New Ordinary Shares in certificated form | On or around 14 January 2020 |
Long Stop Date for completion of the Sale | 20 January 2020 |
Enquiries
Enquiries |
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Countrywide Plc | investor@countrywide.co.uk |
Himanshu Raja, Chief Financial Officer |
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Jefferies International Limited (Corporate Broker and Sponsor) | +44 (0) 20 7029 8000 |
Paul Nicholls |
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Paul Bundred |
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William Brown |
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Barclays Bank PLC (Corporate Broker) | +44 (0) 20 7623 2323 |
Robert Mayhew |
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Richard Bassingthwaighte |
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Osman Akkaya |
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Media enquiries |
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Press Office | +44 (0) 7721 439 043 |
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Hudson Sandler | +44 (0) 207 796 4133 |
Michael Sandler |
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Dan de Belder |
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Nick Moore |
Notice to all investors
Jefferies International Limited ("Jefferies") which is authorised and regulated by the Financial Conduct Authority, is acting for the Group and no one else in connection with the Sale and Share Consolidation and will not regard any other person as its client in connection with the Sale and Share Consolidation and will not be responsible to anyone other than the Group for providing the protections afforded to its clients nor for giving advice in relation to the Sale, the Share Consolidation or any arrangement referred to, or information contained, in this announcement.
Barclays Bank PLC ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Group and no one else in connection with the Sale and Share Consolidation and will not be responsible to anyone other than the Group for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Sale, the Share Consolidation or any other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Jefferies by FSMA or the regulatory regime established thereunder or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Jefferies nor any of its respective affiliates, directors, officers, employees or advisers, accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by Jefferies in relation to the contents of this announcement, including its accuracy, completeness or verification, 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 the future. To the fullest extent permissible Jefferies accordingly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement.
This announcement may contain certain forward-looking statements and information that both represents management's current expectations or beliefs concerning future events and are subject to known and unknown risks and uncertainties. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms anticipates, believes, could, estimates, expects, intends, may, plans, projects, should or will, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. The forward looking statements in this presentation speak only as at the date of this presentation. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that may occur in the future. There are a number of factors which could cause actual results or developments to differ materially from those expressed or implied by these forward looking statements and forecasts. Further, certain forward looking statements are based upon assumptions of future events which may not prove to be accurate and neither the Group, Jefferies, Barclays nor any of their respective subsidiary undertakings, affiliates, agents or advisers or any such persons' directors, officers, employees or agents, nor any other person accepts any responsibility for the accuracy of the forward-looking statements or opinions expressed herein or the underlying assumptions. Other than in accordance with any legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Rules), no one undertakes to update, supplement, amend or revise any such forward looking statement. Nothing in this announcement should be construed as a profit forecast. Past share performance cannot be relied on as a guide to future performance.
This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Countrywide shareholders are advised to read carefully the formal documentation to follow. Any response to the matters described herein should be made only on the basis of the information in such formal documentation.
END