25 Oct 2023 12:50
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
25 October 2023
Pendragon PLC ("Pendragon" or the "Company")
Result of General Meeting
The Board of Pendragon is pleased to announce that at the general meeting of the Company held earlier today (the "General Meeting") to consider the ordinary resolution relating to the proposed Disposal and the North American Pinewood Opportunity with Lithia UK Holding Limited ("Lithia") (the "Transaction"), the resolution was approved by shareholders.
Full details of the resolution were set out in Pendragon's supplementary circular to shareholders, dated 9 October 2023 (the "Supplementary Circular"). As a result of the Potential Competing Offers being withdrawn, the resolution to approve the proposed Disposal for the purposes of Rule 21.1 of the Code is redundant and, with the consent of the meeting, that resolution was not proposed at the General Meeting.
The table below sets out the results of the poll at the General Meeting, including the number of votes for and against the resolution, and the number of votes withheld:
Resolution | Votes for | % of votes cast | Votes against | % of votes cast | Total votes | % of issued share capital voted | Votes withheld | |
1. | To approve the Disposal and the North American Pinewood Opportunity | 1,023,457,643 | 98.92 | 11,219,596 | 1.08 | 1,034,677,239 | 72.76 | 310,362 |
At the voting record time the Company had 1,421,944,405 ordinary shares in issue. The voting rights attached to the ordinary shares are on the basis of one vote per share, representing total voting rights of 1,421,944,405. There are no ordinary shares held in treasury.
In accordance with Listing Rule 9.6.2, the full text of the resolution passed at the General Meeting has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The results will also be made available for viewing on Pendragon's website at www.pendragonplc.com/investors.
The Company has now satisfied the condition relating to the approval of the Transaction by Pendragon shareholders at the General Meeting. Transaction Completion remains subject to the satisfaction or waiver of a number of other conditions as summarised in the circular dated 20 September 2023 (the "Circular"), as supplemented by the Supplementary Circular. Transaction Completion is still expected to occur in Q4 2023. Further announcements will be made by the Company on the progress of the Transaction in due course.
Defined terms used in this announcement have the same meaning where used or otherwise defined in the Circular or the Supplementary Circular.
Enquiries:
Jefferies International Limited (Sponsor, Financial Adviser and Joint Corporate Broker) | +44 (0) 20 7029 8000 |
Philip Noblet | |
Thomas Bective | |
Jordan Cameron | |
Berenberg (Joint Corporate Broker) | + 44 (0) 20 3207 7800 |
Ben Wright | |
Headland Consultancy (PR & Communications) | +44 (0) 20 3805 4822 |
Henry Wallers | |
Jack Gault |
IMPORTANT NOTICE
The contents of this announcement have been prepared by and are the sole responsibility of Pendragon.
Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely for the Company, and for no-one else, as financial adviser in connection with the Transaction (as amended by the Transaction Amendments) and as sponsor in connection with the Disposal and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Disposal and the Transaction (as amended by the Transaction Amendments), the content of this announcement or any other matters described in this announcement. To the fullest extent permitted by law, neither Jefferies nor any of its affiliates assumes any responsibility whatsoever for or makes any representation or warranty express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf and nothing contained in this announcement is, or shall be, relied upon as a promise or representation in this respect whether as to the past, present or future, in connection with the Company, the Group, the Disposal Group, the Continuing Group or the Transaction (as amended by the Transaction Amendments). Jefferies and its affiliates accordingly disclaims to the fullest extent permitted by law all and any duty, responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement or otherwise.
This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Shareholders are advised to read carefully the formal documentation in relation to the Transaction (as amended by the Transaction Amendments).
Transaction Completion is subject to the satisfaction of a number of conditions as more fully described in the Circular, as supplemented by the Supplementary Circular. Consequently, there can be no certainty that completion of the Transaction will occur.
This announcement has been prepared for the purpose of complying with applicable law and regulation of the United Kingdom and 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 jurisdictions outside the United Kingdom.