Last checked at 3 Jul 2009 09:54
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Holidaybreak plc
("Holidaybreak" or the "Company")
RESULTS OF GENERAL MEETING
Holidaybreak is pleased to announce that all of the resolutions (the "Resolutions") proposed at today's General Meeting, to approve the proposed Rights Issue of 21,714,340 New Ordinary Shares and other related matters, were duly passed without amendment by the required majority.
Further details of the Resolutions are set out in the combined circular and prospectus published by Holidaybreak and sent to Shareholders on 17 June 2009 (the "Prospectus"), a copy of which can be viewed on the Company's website, www.holidaybreak.co.uk.
Details of the proxy votes received in advance of the meeting in respect of the Resolutions are as follows:
| Resolution | For | Against | Withheld | |||
| Number | % | Number | % | Number | % | |
| Approve an increase in the authorised share capital | 38,756,932 | 99.97 | 12,551 | 0.03 | 137,146 | n/a |
| Authorise allotments of ordinary shares in connection with the Rights Issue | 38,758,413 | 99.97 | 13,476 | 0.03 | 134,740 | n/a |
| Disapply pre-emption rights in connection with the Rights Issue | 38,605,270 | 99.57 | 164,996 | 0.43 | 136,363 | n/a |
Notes
1. Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.
2. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.
3. The issued share capital of the Company as at 3 July 2009 is 48,857,266 Ordinary Shares.
4. All percentages are shown to two decimal places.
In accordance with paragraph 9.6.2 of the Listing Rules, Holidaybreak has submitted two copies of the Resolutions passed at the General Meeting to the UK Listing Authority and these will shortly be available to the public for inspection at the UK Listing Authority's Document Viewing Facility which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel: 020 7066 1000
It is expected that Provisional Allotment Letters in relation to the New Ordinary Shares to be issued, nil paid, pursuant to the Rights Issue will be posted to Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, Shareholders in any Restricted Jurisdiction) later today. Nil-Paid Rights are expected to be credited to stock accounts, and enabled for settlement, in CREST for Qualifying CREST Shareholders (other than, subject to certain exceptions, Shareholders in any Restricted Jurisdiction) at 8.00 a.m. on 6 July 2009. The latest time and date for acceptance and payment in full under the Rights Issue is 11.00 a.m. on 20 July 2009. For full details of the timetable for, and the terms and conditions of, the Rights Issue please refer to the Prospectus.
Details of the proxy votes received in advance of the meeting will also shortly be available on the Company's website, www.holidaybreak.co.uk.
Capitalised terms used, but not defined, in this announcement have the same meanings as given to them in the Prospectus.
Contacts
For further information, please contact:
| Holidaybreak plc | +44 (0)1606 787100 |
| John Coleman, Chairman | |
| Carl Michel, Group Chief Executive | |
| Bob Baddeley, Group Finance Director | |
| KBC Peel Hunt | +44 (0)20 7418 8900 |
| Garry Levin | |
| Matt Tyler Matt Goode | |
| Oliver Stratton | |
| Brunswick | +44 (0)20 7404 5959 |
| Catherine Hicks | |
| Craig Breheny |
DISCLAIMER
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The availability of the rights issue to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.
This announcement does not constitute a prospectus. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares must be made only on the basis of the information contained in and incorporated by reference into the Prospectus.
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 referred to 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 or the Republic of South Africa or any other jurisdiction in which the same would be unlawful.
KBC Peel Hunt, which is authorised and regulated by the FSA in the United Kingdom, is acting exclusively for the Company and for no-one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and, subject to applicable laws and regulations, will not be responsible to anyone other than the Company for providing the protections afforded to any client of KBC Peel Hunt, or for advising any such person (other than the Company) in connection with the contents of this announcement or in connection with any transaction referred to in this announcement.
Neither the content of Holidaybreak's website (or any other website) nor the content of any website accessible from hyperlinks on Holidaybreak's website (or any other website) is incorporated into, or forms part of, this announcement.
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 unauthorized. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.