17 May 2017 15:28
17 May 2017
Great Portland Estates plc
Results of General Meeting, Share Consolidation, amendment to Official List, and Total Voting Rights
Further to the circular posted to its shareholders on 19 April 2017 (the "Circular"), Great Portland Estates plc ("GPE" or the "Company") announces that at the General Meeting held today to approve the Share Consolidation, all resolutions proposed to shareholders set out in the notice of General Meeting dated 19 April 2017 were passed by the requisite majority on a poll. Accordingly, GPE announces that the Company's Share Consolidation will become effective tomorrow, Thursday, 18 May 2017.
The Share Consolidation will replace every 20 existing ordinary shares of 12.5 pence each with 19 new ordinary shares of 133/19 pence each (the "New Ordinary Shares"). An application has been made to the UK Listing Authority for the Official List to be amended for the New Ordinary Shares, which are expected to commence trading on the London Stock Exchange at 8.00 a.m. on Thursday, 18 May 2017. The New Ordinary Shares will have an ISIN of GB00BZ0XJR39 and a SEDOL of BZ0XJR3.
Voting Rights
Prior to the Share Consolidation becoming effective, the Company's issued share capital is 343,926,160 ordinary shares of 12.5 pence each. For the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Company's issued share capital as at 8.00 a.m. on Thursday 18 May 2017 (the effective time of the Share Consolidation) will consist of 326,729,852 New Ordinary Shares of 133/19 pence each. The Company currently holds no shares in treasury and as at the date and time at which the Share Consolidation becomes effective, the Company will hold no shares in treasury.
The decrease in the issued share capital and total voting rights results from the consolidation of shares.
The above figure of 326,729,852 total voting rights as at 8.00 a.m. on Thursday 18 May 2017 (the effective time of the Share Consolidation) may be used by shareholders as the denominator for the calculations by which they will determine (if they are required to notify) their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
General meeting poll results
A poll was conducted on each resolution proposed at the General Meeting. Resolutions 1 and 2 (ordinary resolutions) and resolutions 3 to 5 (special resolutions) were all passed by the required majority. The numbers of votes cast for and against each of the resolutions, and the number of votes withheld, were as follows:
Resolution | Votes for | % | Votes against | % | Total | % of issued share capital | Votes withheld* | |
Ordinary resolutions
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1 | To authorise the Company to undertake the 19 for 20 consolidation of its ordinary share capital | 279,486,059 | 99.99% | 27,565 | 0.01% | 279,513,624 | 81.27% | 195,808 |
2 | To approve the directors' authority to allot new shares | 264,269,515 | 94.58% | 15,135,715 | 5.42% | 279,405,230 | 81.24% | 304,202 |
Special resolutions | ||||||||
3 | To approve the directors' limited authority to allot shares for cash | 275,774,415 | 99.92% | 224,968 | 0.08% | 275,999,383 | 80.25% | 3,710,049 |
Resolution | Votes for | % | Votes against | % | Total | % of issued share capital | Votes withheld* | |
Special resolutions | ||||||||
4 | To give the directors additional limited authority to allot shares for cash in connection with an acquisition or specified capital investment | 265,228,293 | 96.10% | 10,766,750 | 3.90% | 275,995,043 | 80.25% | 3,714,389 |
5 | To renew the authority enabling the Company to buy its own shares | 260,620,631 | 96.32% | 9,958,045 | 3.68% | 270,578,676 | 78.67% | 9,130,756 |
* A vote withheld is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
As at the date of the General Meeting, the number of issued shares of the Company was 343,926,160 shares of 12.5 pence each, which was the total number of shares entitling the holders to attend and vote for or against all resolutions.
In accordance with the Financial Conduct Authority's Listing Rule 9.6.2, a copy of the resolutions passed at today's General Meeting will be submitted to the National Storage Mechanism and will be shortly available for inspection at www.morningstar.co.uk/uk/NSM.
Timetable
The timetable in relation to the Special Dividend and the Share Consolidation is as follows:
Record date for Share Consolidation and entitlement to the Special Dividend
| 6.00 p.m. on Wednesday 17 May 2017 |
Plan notice date for election under the Dividend Reinvestment Plan
| 6.00 p.m. on Wednesday 17 May 2017 |
Commencement of dealings in New Ordinary Shares
| 8.00 a.m. on Thursday 18 May 2017 |
CREST accounts credited with New Ordinary Shares
| Thursday 18 May 2017 |
Ordinary Shares marked ex-entitlement to the Special Dividend
| Thursday 18 May 2017 |
Despatch of share certificates in respect of New Ordinary Shares and, if applicable, despatch of cheques and CREST accounts credited in respect of fractional entitlements
| By Tuesday 30 May 2017 |
Despatch of BACS vouchers in respect of proceeds under the Special Dividend
| Tuesday 30 May 2017 |
Despatch of cheques in respect of proceeds under the Special Dividend
| Tuesday 30 May 2017 |
Payment of the Special Dividend to Eligible Shareholders | Wednesday 31 May 2017 |
Capitalised terms used in this announcement which are not otherwise defined in this announcement have the same meaning as in the Circular, which is available at http://www.morningstar.co.uk/uk/NSM. All references to time in this announcement are to London time.
A copy of this announcement will be available on the Company's website at www.gpe.co.uk under 'Investors - Shareholder Information'.
Contact:
Great Portland Estates
Desna Martin | Company Secretary | +44 207 647 3000
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Finsbury Group
Gordon Simpson | Partner | +44 207 251 3801
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