11 Mar 2009 15:05
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
11 March 2009
Low & Bonar PLC
Results of General Meeting
Low & Bonar PLC ("Low & Bonar") announces that all of the Resolutions put forward at today's General Meeting were passed on a show of hands.
A summary of the proxy votes received in advance of the meeting is shown below.
Total number of Ordinary Shares in issue: 154,571,152.
The total number of proxy cards received from shareholders: 316 representing 123.4 million Ordinary Shares amounting to approximately 79.8% of the issued ordinary share capital.
The following levels of proxy votes were received prior to the meeting:
| For | Open votes | Against | Withheld | |
| Approve the Capital Reorganisation and the increase in the authorised share capital of the Company | 120,826,118 | 43,446 | 71,039 | 2,492,199 |
| Approve the issue of the Open Offer Shares at the Issue Price | 120,828,724 | 43,446 | 74,341 | 2,486,291 |
| Authority to allot shares in connection with the Placing and Open Offer | 120,824,755 | 43,446 | 79,727 | 2,484,874 |
| Amendment to the Articles of Association in connection with the Capital Reorganisation | 120,826,294 | 50,065 | 11,039 | 2,545,404 |
| Disapplication of pre-emption rights in connection with the Placing and Open Offer | 120,791,595 | 53,877 | 25,026 | 2,562,304 |
The proxy figures will also be displayed shortly on the Company's corporate website: www.lowandbonar.com
In accordance with the UK Listing Authority rules, copies of the Resolutions will shortly be available for inspection at the Financial Services Authority's Document Viewing Facility which is situated at: the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
As a result of Resolution 1 having been passed, and with effect from close of business today, each issued Ordinary Share of 25 pence in the capital of the Company will be sub-divided and re-classified into one New Ordinary Share of five pence and one Deferred Share of 20 pence.
It is expected that Admission and commencement of dealings in Open Offer Shares will become effective at 8.00am on 12 March 2009.
Definitions used in the Prospectus dated 19 February 2009 shall have the same meanings when used in this announcement unless the context otherwise requires.
Contacts:
Paul Forman Low & Bonar PLC +44 (0) 20 7535 3180
Rachel Hirst Hogarth Partnership +44 (0) 20 7357 9477
Andrew Jaques Hogarth Partnership +44 (0) 20 7357 9477
DISCLAIMER
This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. 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 security.
This announcement should be read in conjunction with the full text of the Prospectus published by Low & Bonar on 19 February 2009 in relation to the Placing and Open Offer. Any decision to invest in the New Ordinary Shares should only be made on the basis of information in the Prospectus which contains further details relating to Low & Bonar in general as well as a summary of the risk factors to which an investment in the New Ordinary Shares is subject. Copies of the Prospectus are available from Low & Bonar's registered office.
No person has been authorised to give any information or to make any representations other than those contained in the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by Low & Bonar, any of the Placing Agents or Rothschild. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information in it is correct as at any subsequent date.
Rothschild, Numis, RBS Hoare Govett and Evolution are each acting exclusively for the Company in relation to the Placing and Open Offer and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing and Open Offer, or any other matters referred to in either this announcement or the Prospectus.
The information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part in, into or from the United States, Canada, Australia, Japan or South Africa or New Zealand or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The New Ordinary Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws.
The distribution of this announcement into jurisdictions other than the United Kingdom is or may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to in this document have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, its territories and possessions, or any State of the United States or the District of Columbia, absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
The times and dates mentioned throughout this announcement may be adjusted by Low & Bonar 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, existing Shareholders. References to times in this announcement are to London times unless otherwise stated. Different deadlines and procedures may apply in certain cases.
Neither the content of Low & Bonar's website (or any other website) nor the content of any website accessible from hyperlinks on Low & Bonar's website (or any other website) is incorporated into, or forms part of, this announcement.
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.