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27 Sep 2017 16:28
27 September 2017
Land Securities Group PLC ("Landsec")
Voting results of General Meeting
Landsec announces the voting results of its General Meeting ("GM") held earlier today at 80 Victoria Street, London, SW1E 5JL. All resolutions, as set out in the Notice of Meeting dated 4 September 2017, were passed with the requisite majority by means of a poll.
Resolutions 1, 2, 4, 5 and 6 were passed as special resolutions. Resolution 3 was passed as an ordinary resolution.
Resolution | Votes For | % For | Votes Against | Total Votes Validly Cast | Votes Withheld | |
1. | To approve the amendment to the Articles of Association | 590,087,396 | 99.93 |
403,419 | 590,490,815 | 484,840 |
2. | To approve the issue of the B Shares and the related Share Consolidation (as described in the Circular and Notice of GM) | 590,346,965 | 99.97 | 182,541 | 590,529,506 | 446,149 |
3. | To refresh the authority given at the Annual General Meeting on 13 July 2017 to allot securities | 537,500,778 | 91.02 | 53,010,687 | 590,511,465 | 464,190 |
4. | To refresh the authority given at the Annual General Meeting on 13 July 2017 to disapply pre-emption rights | 586,561,577 | 99.91 | 547,505 | 587,109,082 | 3,866,573 |
5. | To refresh the authority given at the Annual General Meeting on 13 July 2017 to disapply pre-emption rights for purposes of acquisitions or capital investments | 557,372,130 | 94.94 | 29,727,231 | 587,099,361 | 3,876,294 |
6. | To refresh the authority given at the Annual General Meeting on 13 July 2017 to purchase own shares | 586,238,887 | 99.37 | 3,721,993 | 589,960,880 | 1,014,775 |
Votes withheld are not a vote in law and have not been counted in the calculation of the votes for and against the resolution, the total votes validly cast or the calculation of the proportion of issued share capital voted.
The share consolidation is due to take effect after close of business today, when Shareholders will exchange each holding of 16 Existing Ordinary Shares of 10 pence each for 15 New Ordinary Shares of 10 2/3 pence each. Accordingly, application has been made to the UK Listing Authority (the "UKLA") to amend the Official List and to the London Stock Exchange to amend the trading line whereby 751,276,560 ordinary shares of 10 2/3 pence each (including 9,839,179 shares held in treasury) will commence trading at 8.00am tomorrow, 28 September 2017.
Application has also been made to consolidate and amend existing block listings as follows.
Block Listing | Outstanding Balance following Share Consolidation |
Land Securities 2012 Sharesave Scheme | 366,282 |
A fractional entitlement will arise as a result of the share consolidation unless a holding of Existing Ordinary Shares is exactly divisible by 16. These fractional entitlements will be aggregated into whole New Ordinary Shares and sold in the market. The value of the fractional entitlements will be paid (net of expenses) as part of the return of capital payment. Where the proceeds for a shareholder are less than £3.00, the proceeds will be retained by the Company for the benefit of all shareholders generally. Cheques in respect of the proceeds of these entitlements are expected to be despatched by 13 October 2017.
The total number of shares in issue at 12.00pm on Monday 25 September 2017 was 801,361,664 ordinary shares of 10 pence each (with each share carrying the right to one vote), of which 10,495,125 were held in treasury. To deal with residual fractional entitlements, Landsec cancelled 6 treasury shares on 22 September 2017.
For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rule 5.6.1A(1), Landsec's issued share capital that will be admitted to trading on the London Stock Exchange's main market as at 8.00am on 28 September 2017 will be 751,276,560 New Ordinary Shares of 10 2/3 pence each (with each share carrying the right to one vote), of which 9,839,179 New Ordinary Shares will be held in treasury by Landsec (representing approximately 1.3% of the New Ordinary Share capital).
The total number of voting rights in the Company as at Thursday 28 September 2017 is 741,437,381.
The above figure may be used by Shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest, or a change to their interest, in Landsec under the FCA's Disclosure and Transparency Rules.
A copy of the Resolutions passed will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, via the National Storage Mechanism at www.morningstar.co.uk/uk/nsm
The Circular and the voting results are also available on the Landsec website.
Terms used in this announcement but which are not otherwise defined shall have the same meanings as set out in the Circular.
For further information, please contact:
Tim AshbyGroup General Counsel & Company SecretaryTel: +44(0) 20 7024 5256
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