20 Jul 2009 13:28
NOT FOR RELEASE, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
INTERMEDIATE CAPITAL GROUP PLC
(the "Company")
Result of Extraordinary General Meeting
20 July 2009
RESULTS OF INTERMEDIATE CAPITAL GROUP PLC EXTRAORDINARY GENERAL MEETING
All of the resolutions proposed at Intermediate Capital Group PLC's Extraordinary General Meeting, held today in London, were duly passed by shareholders.
The result of the proxy voting on each resolution was as follows:
| Resolution | FOR | AGAINST | VOTE WITHHELD |
| 1. To approve the increase in the Company's authorised share capital from £24,000,000 to £80,000,000 by the creation of 330,000,000 new ordinary shares of 20 pence each | 50,786,385 | 273,893 | 128,047 |
| 2. To authorise the Board to allot shares up to an aggregate nominal amount of £61,825,169 in connection with the Rights Issue | 50,786,329 | 273,949 | 128,047 |
| 3. To empower the Board to allot shares for cash up to an aggregate nominal amount of £61,825,169 in connection with the Rights Issue as if section 89(1) of the Act did not apply to any such allotment | 50,762,265 | 297,009 | 129,051 |
Resolutions 1 and 2 were ordinary resolutions and Resolution 3 was a special resolution. A copy of the resolutions has been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility at:
Financial Services Authority
25 The North Colonade
Canary Wharf
London E14 5HS
It is expected that Provisional Allotment Letters in relation to the New Ordinary Shares to be issued pursuant to the Rights Issue will be posted to Qualifying Non-CREST Shareholders later today.
Terms defined in the Prospectus issued by the Company dated 2 July 2009 have the same meanings in this announcement, unless otherwise defined.
Enquiries:
Intermediate Capital Group PLC
Aneta Polk
General Counsel & Company Secretary
Direct Line: +44(0) 207 448 5898
Amanda Fong
Corporate Communications
Direct Line: +44(0) 207 448 4156
M: Communications (Media enquiries)
Charlotte Kirkham, Tim Draper
Direct Line: +44(0) 207 153 1531
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF RELEVANT SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES OR RIGHTS REFERRED TO IN THIS ANNOUNCEMENT PURSUANT TO THE RIGHTS ISSUE EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY INTERMEDIATE CAPITAL GROUP PLC IN CONNECTION WITH THE PROPOSED RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE DURING NORMAL BUSINESS HOURS.
This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue 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.
This announcement has been prepared by Intermediate Capital Group PLC (the "Company") whose registered office is at 20 Old Broad Street, London EC2N 1DP, United Kingdom. The Company is registered in England and Wales with registered number 2234775. Each of RBS Hoare Govett Limited,("RBS Hoare Govett), JP Morgan Securities Limited ("JP Morgan Securities"), JP Morgan Cazenove Limited ("JP Morgan Cazenove"), Credit Suisse Securities (Europe) Limited ("Credit Suisse"), Lloyds TSB Bank plc ("Lloyds Corporate Markets") and HSBC Bank plc ("HSBC") (together the "Banks"), is authorised and regulated in the United Kingdom by the FSA and is acting exclusively for the Company in connection with the Rights Issue and not for any other person and will not be responsible to any other person for providing the protections afforded to their respective customers, or for providing advice in relation to the Rights Issue, or for the contents of or matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on any of the Banks by FSMA or the regulatory regime established thereunder, none of the Banks accepts any responsibility whatsoever for the contents of this announcement including its accuracy, completeness or verification or for any other statement in connection with the Company, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise, warranty or representation in any such respect. Accordingly, each of the Bank's disclaim, to the fullest extent permissible by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which any of them might otherwise have in respect of this announcement.
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE US AND MAY NOT BE OFFERED, SOLD, RESOLD, TAKEN UP, EXERCISED, RENOUNCED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE US. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED SATES IN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT IN RELIANCE ON REGULATION S UNDER THE US SECURITIES ACT. THE SECURITIES WILL ALSO NOT BE REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF RELEVANT SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION AND, SUBJECT TO CERTAIN EXEMPTIONS, MAY NOT BE OFFERED, SOLD, TAKE UP, EXERCISED, RESOLD, RENOUNCED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN SUCH JURISDICTIONS EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS. THERE WILL BE NO OFFER OF THE SECURITIES IN CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF RELEVANT SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION.
This announcement has been issued by and is the sole responsibility of Intermediate Capital Group PLC.