Harworth Gp Regulatory News (HWG)

9 Oct 2009 12:47



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

9 October 2009

UK Coal PLC

("UK Coal" or "the Company")

RESULT OF GENERAL MEETING

The Board of UK Coal announces that each of the Resolutions proposed at the General Meeting held today at 11.00 a.m. to approve the proposed Firm Placing and Placing and Open Offer of, in aggregate, 142,045,413 New Shares and other related matters was duly passed without amendment by the required majority on a show of hands.

Further details of the Resolutions are set out in the combined circular and prospectus published by UK Coal and sent to Shareholders on 16 September 2009 (the "Prospectus").

Details of the proxy votes received prior to the General Meeting are as set out in the table below. The number of Ordinary Shares (each carrying one vote) in issue on 9 October 2009 was 157,252,747.

Notes:

1.  Percentages in table above represent % of votes cast.

2. Any proxy appointments which gave discretion to the Chairman have been included in the 'for' total.

3. 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.

4. For the reasons set out in the Prospectus, Goodweather, which holds 44,470,000 Shares in the Company, did not vote in respect of Resolution 2.

In accordance with the UK Listing Authority's Listing Rules, UK Coal has forwarded two copies of the Resolutions passed at the General Meeting to the Document Viewing Facility of the UK Listing Authority, where they will shortly be available for viewing at the following address: Document Viewing Facility, UK Listing Authority, The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. The full text of the Resolutions can also be viewed on the Company's website, www.ukcoal.com. Details of the proxy votes received will also shortly be available on the Company's website.

The Firm Placing and Placing and Open Offer remain conditional upon the Placing Agreement becoming unconditional in all respects and upon Admission.

Set out below is an expected timetable of principal events in relation to the Firm Placing and Placing and Open Offer.

Notes:

1. Reference to times in this announcement are to London time unless otherwise stated.

2. The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by UK Coal, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Qualifying Shareholders. In particular, in the event that withdrawal rights arise under Section 87Q of FSMA prior to Admission, UK Coal, Gleacher Shacklock, Evolution and Numis may agree to defer Admission until such time as such withdrawal rights no longer apply.

This announcement should be read in conjunction with the full text of the Prospectus. A copy of the Prospectus is available for inspection at the UK Listing Authority's Document Viewing Facility and has also been published at www.ukcoal.com. In addition, copies of the Prospectus are also available for inspection up to Admission at the offices of Freshfields Bruckhaus Deringer at 65 Fleet Street, London EC4Y 1HS.

Capitalised terms used in this announcement have the same meanings as given to them in the Prospectus.

For further information, please contact:

UK Coal plc 01302 751751

Jon Lloyd, Chief Executive

David Brocksom, Finance Director

Citigate Dewe Rogerson 020 7638 9571

Anthony Carlisle 07973 611 888

Gleacher Shacklock 020 7484 1150

(Financial adviser and sponsor)

Edward Cumming-Bruce

James Dawson

Evolution 020 7071 4300

(Joint bookrunner, underwriter and broker)

Simon Edwards

Chris Sim

Numis 020 7260 1000

(Joint bookrunner, underwriter and broker)

Christopher Wilkinson

Brent Nabbs

Notes to Editors:

UK Coal is Britain's biggest producer of coal, producing approximately 45 per cent. of UK-mined coal and supplying approximately 15 per cent. of the coal burned in the UK's electricity generation industry in 2008. UK Coal is one of Britain's largest brownfield site property developers, owning 43,500 acres (17,600 hectares) of land across the UK, of which some 3,790 acres are currently targeted for development.

Gleacher Shacklock, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor and financial advisor exclusively to the Company and for no one else in connection with the Capital Raising and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raising and Admission or any other matters referred to herein.

Evolution, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint bookrunner, underwriter and broker exclusively to the Company and for no one else in connection with the Capital Raising and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raising, Admission or any other matters referred to herein.

Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint bookrunner, underwriter and broker exclusively to the Company and for no one else in connection with the Capital Raising and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raising and Admission or any other matters referred to herein.

This announcement has been issued by, and is the sole responsibility of, UK Coal PLC. Apart from the responsibilities and liabilities, if any, which may be imposed by the FSMA, neither of Evolution, Numis nor Gleacher Shacklock nor any of their affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings or any of their respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement or as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.

Important notice

THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS.

Neither the content of UK Coal's website nor any website accessible by hyperlinks on UK Coal's website is incorporated in, or forms part of, this announcement.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any New Shares to any person in Australia, Canada, Japan, South Africa or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Capital Raising or otherwise.

The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution in the United States, Australia, Canada, Japan or South Africa. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada Japan or South Africa. There will be no public offer of the securities in the United States.

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 unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

Any person receiving this announcement is advised to exercise caution in relation to the Capital Raising. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.