26 Mar 2018 16:29
26 March 2018
GREAT PORTLAND ESTATES PLC
(the Company)
Results of General Meeting, Share Consolidation, amendment to Official List, and Total Voting Rights
Further to the circular posted to its shareholders on 28 February 2018 (the Circular), the Company announces that at the General Meeting held today to approve the B Share Scheme and Share Consolidation, all resolutions proposed to shareholders set out in the Notice of General Meeting dated 28 February 2018 were passed by the requisite majority on a poll. Accordingly, the Company announces that the B Shares will be issued, and the Company's Share Consolidation will become effective, tomorrow, Tuesday 27 March 2018. A further announcement will be made tomorrow regarding the issue of the B Shares.
The Share Consolidation will replace every 29 existing ordinary shares of 133/19 pence each with 25 new ordinary shares of 155/19 pence each (the New Ordinary Shares). An application has been made to the UK Listing Authority to amend the Official List and to the London Stock Exchange to amend the trading line. It is expected that the New Ordinary Shares will commence trading on the London Stock Exchange at 8.00 a.m. tomorrow, 27 March 2018. The New Ordinary Shares will have an ISIN of GB00BF5H9P87 and a SEDOL of BF5H9P8.
Voting Rights
Prior to the Share Consolidation becoming effective, the Company's issued share capital is 326,729,863 ordinary shares of 133/19 pence each. For the purposes of the Disclosure and Transparency Rules, the Company's issued share capital as at 8.00 a.m. on Tuesday 27 March 2018 (the effective time of the Share Consolidation) will consist of 281,663,675 New Ordinary Shares of 155/19 pence each and the total number of voting rights in the Company will be 281,663,675. The decrease in the issued share capital and total voting rights results from the consolidation of shares.
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 above figure of 281,663,675 total voting rights as at 8.00 a.m. on Tuesday 27 March 2018 (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 Disclosure and Transparency Rules.
General Meeting poll results
A poll was conducted on each resolution proposed at the General Meeting. Resolutions 1, 2, 5, 6 and 7 (special resolutions) and Resolutions 3 and 4 (ordinary 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* |
| Special resolutions |
|
|
|
|
|
|
|
1 | To approve the adoption of new articles of association | 271,393,190 | 99.99 | 27,854 | 0.01 | 271,421,044 | 83.07% | 228,470 |
2 | To approve the capitalisation of the Company's share premium account and to approve the directors' authority to allot B Shares | 271,390,498 | 99.99 | 35,140 | 0.01 | 271,425,638 | 83.07% | 223,876 |
| Ordinary resolutions |
|
|
|
|
| ||
3 | To authorise the Company to undertake the 16 for 19 consolidation of its ordinary share capital | 271,390,024 | 99.99 | 35,614 | 0.01 | 271,425,638 | 83.07% | 223,876 |
4 | To approve the directors' authority to allot new shares | 253,742,255 | 93.41 | 17,898,379 | 6.59 | 271,640,634 | 83.14% | 8,880 |
| Special resolutions |
|
|
| ||||
5 | To approve the directors' limited authority to allot shares for cash | 267,435,151 | 99.99 | 24,708 | 0.01 | 267,459,859 | 81.86% | 4,189,655 |
6 | To give the directors additional limited authority to allot shares for cash in connection with an acquisition or specified capital investment | 257,756,854 | 96.37 | 9,703,004 | 3.63 | 267,459,858 | 81.86% | 4,189,655 |
7 | To renew the authority enabling the Company to buy its own shares | 260,249,311 | 95.84 | 11,307,189 | 4.16 | 271,556,500 | 83.11% | 93,013 |
[1] As the price of an Existing Ordinary Share had increased such that the 16 for 19 Share Consolidation ratio no longer maintained the comparability of the Company's share price before and after the return of capital, the Directors determined at the General Meeting that the Share Consolidation ratio be adjusted such that subject to the passing of Resolutions 1 and 2, and subject to and conditional upon Admission occurring, the B Share Scheme be accompanied by a 25 for 29 Share Consolidation ratio.
* 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 326,729,863 shares of 133/19 pence each, which was the total number of shares entitling the holders to attend and vote for or against all Resolutions.
In accordance with 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 expected timetable in relation to the B Share Scheme and the Share Consolidation is as follows:
Record time for entitlement to B Shares and the Share Consolidation | 6.00 p.m. on Monday 26 March 2018 |
Admission of New Ordinary Shares to the Official List and to trading on the London Stock Exchange's main market for listed securities. Dealings commence in New Ordinary Shares | 8.00 a.m. on Tuesday 27 March 2018 |
B Shares issued equal to number of Existing Ordinary Shares held at the Record Time | 8.00 a.m. on Tuesday 27 March 2018 |
CREST accounts credited with New Ordinary Shares | Tuesday 27 March 2018 |
Expected redemption and cancellation of B Shares | Wednesday 28 March 2018 |
Despatch of payments and CREST accounts credited in respect of proceeds from redemption of B Shares, if B Shares redeemed on 28 March | By Friday 13 April 2018 |
Despatch of share certificates in respect of New Ordinary Shares and, if applicable, despatch of cheques and CREST accounts credited in respect of proceeds from sale of fractional entitlements arising as a result of the Share Consolidation | By Friday 13 April 2018 |
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 and on the Company's website at www.gpe.co.uk under 'Investors - Shareholder Information'. 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'.
Contacts:
Great Portland Estates plc
Nick Sanderson | Finance Director | 020 7647 3034 |
Finsbury
Gordon Simpson | 020 7251 3801
|
LEI number of Great Portland Estates PLC:
213800JMEDD2Q4N1MC42