13 Jul 2017 07:00
13 July 2017
Raven Russia Limited ("Raven Russia" or the "Company")
Result of AGM and Tender Offer
Raven Russia announces that, at the Annual General Meeting of the Company held at 10:00 a.m. yesterday, all resolutions put to ordinary shareholders were duly passed.
Defined terms used in this announcement shall have the same meaning as set out in the Tender Offer circular to shareholders dated 13 June 2017.
A summary of the votes lodged by proxy is as follows:
Resolution | For (see note 1) | Against (see note 1) | Number of votes withheld (see note 2) | Total votes cast | |||
Number of votes | % | Number of votes | % | ||||
1 | To receive the Annual Report and Accounts | 522,880,591 | 99.58 | 2,208,332 | 0.42 | 3,135 | 525,088,923 |
2 | To approve the Directors' Remuneration Report | 405,288,055 | 77.18 | 119,800,868 | 22.82 | 3,135 | 525,088,923 |
3 | To approve the Directors' remuneration policy | 427,791,728 | 81.47 | 97,297,195 | 18.53 | 3,135 | 525,088,923 |
4 | To approve the new five year plan for the period 31 March 2018 to 31 March 2023 | 430,701,304 | 82.02 | 94,389,209 | 17.98 | 1,545 | 525,090,513 |
5 | To re-appoint Richard Jewson | 504,876,532 | 96.15 | 20,214,629 | 3.85 | 897 | 525,091,161 |
6 | To re-appoint Anton Bilton | 518,305,385 | 98.71 | 6,785,776 | 1.29 | 897 | 525,091,161 |
7 | To re-appoint Glyn Hirsch | 521,415,965 | 99.30 | 3,673,651 | 0.70 | 2,442 | 525,089,616 |
8 | To re-appoint Mark Sinclair | 521,415,965 | 99.90 | 532,459 | 0.10 | 3,143,634 | 521,948,424 |
9 | To re-appoint Colin Smith | 521,415,965 | 99.90 | 532,459 | 0.10 | 3,143,634 | 521,948,424 |
10 | To re-appoint Christopher Sherwell | 431,717,663 | 82.93 | 88,854,805 | 17.07 | 4,519,590 | 520,572,468 |
11 | To re-appoint Stephen Coe | 489,251,637 | 93.17 | 35,838,876 | 6.83 | 1,545 | 525,090,513 |
12 | To re-appoint David Moore | 507,403,176 | 96.63 | 17,688,882 | 3.37 | - | 525,092,058 |
13 | To re-appoint Ernst & Young as auditors | 525,078,980 | 100.00 | 12,181 | - | 897 | 525,091,161 |
14 | To authorise the Directors to fix the remuneration of the auditors | 525,078,900 | 100.00 | 12,261 | - | 897 | 525,091,161 |
15 | To authorise the Directors to allot ordinary shares and preference shares | 521,415,579 | 99.30 | 3,675,582 | 0.70 | 897 | 525,091,161 |
16* | To authorise the Company to make market purchases of its ordinary shares | 514,871,677 | 98.05 | 10,216,463 | 1.95 | 3,918 | 525,088,140 |
17* | To authorise the Company to make market purchases of its preference shares | 514,195,766 | 97.93 | 10,892,374 | 2.07 | 3,918 | 525,088,140 |
18* | To authorise the Company to make market purchases of its convertible preference shares | 521,417,772 | 99.30 | 3,669,471 | 0.70 | 4,815 | 525,087,243 |
19* | To authorise the Company to make market purchases of its ordinary shares pursuant to the tender offer buy back | 524,235,193 | 99.98 | 110,554 | 0.02 | 746,311 | 524,345,747 |
20* | To dis-apply pre-emption rights on the issue of ordinary shares | 511,194,881 | 97.35 | 13,890,124 | 2.65 | 7,053 | 525,085,005 |
21* | To adopt a new memorandum of incorporation | 521,401,421 | 99.30 | 3,676,607 | 0.70 | 14,030 | 525,078,028 |
VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHAREHOLDER
As the Company has a controlling shareholder, Invesco Asset Management Limited (as agent for and on behalf of its discretionary managed clients), as defined in the Financial Conduct Authority's Listing Rules, each resolution to elect an independent director (resolutions 10,11 and 12) has under Listing Rule 9.2.2E been approved by a majority of the votes cast by:
· the shareholders of the Company as a whole; and
· the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder as shown in the table below.
Resolution | For (see note 1) | Against (see note 1) | Number of votes withheld (see note 2) | Total votes cast | |||
Number of votes | % | Number of votes | % | ||||
10 | To re-appoint Christopher Sherwell | 216,705,951 | 70.92 | 88,854,805 | 29.08 | 4,519,590 | 305,560,756 |
11 | To re-appoint Stephen Coe | 274,239,925 | 88.44 | 35,838,876 | 11.56 | 1,545 | 310,078,801 |
12 | To re-appoint David Moore | 292,391,464 | 94.30 | 17,688,882 | 5.70 | - | 310,080,346
|
*Special Resolution
Notes:
1. "Votes For" includes those giving the Chairman discretion and votes "For" and "Against" are expressed as a percentage of votes received.
2. A "Vote Withheld" is not a vote in law and is not counted in the calculation of the votes "For" and "Against" a resolution.
3. Total number of Ordinary Shares in issue at 6.00p.m. on 11 July 2017 was 681,780,237 Ordinary Shares. 77.02% of voting capital was instructed.
In connection with the Tender Offer, Raven Russia confirms that a total of 14,314,798 Ordinary Shares have been tendered. Tenders for up to and including the Tender Offer Entitlement of 1 Ordinary Share for every 26 Ordinary Shares at 52 pence per share will be met in full. The 14,314,798 Ordinary Shares purchased by the Company pursuant to the Tender Offer will result in a payment of approximately £7.4 million by the Company and these Ordinary Shares will be cancelled. Cheques will be dispatched for certificated Ordinary Shares and payment will be made through CREST for uncertificated Ordinary Shares pursuant to the Tender Offer by 21 July 2017.
Following the Tender Offer and in accordance with the Articles the conversion factor of the convertible preference shares of no par value in the capital of the Company (ISIN: GG00BYVFCC74 and GG00BYPB9J77) has been adjusted to 1.779.
A copy of the resolutions concerning special business and passed at today's AGM is available at the National Storage Mechanism and is available for viewing online at: http://www.morningstar.co.uk/uk/nsm.
Enquiries
Raven Russia Limited Tel: + 44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications Tel: +44 (0) 203 151 7008
Tim Robertson
Ben Heath
N+1 Singer Tel: +44 (0) 20 7496 3000
Corporate Finance - James Maxwell / Liz Yong
Sales - Alan Geeves / James Waterlow
Ravenscroft (TISE Sponsor) Tel: + 44 (0) 1481 729100
Semelia Hamon
About Raven Russia
Raven Russia was founded in 2005 to invest in class A warehouse complexes in Russia and lease to Russian and International tenants. Its Ordinary Shares, Preference Shares and Warrants are listed on the Main Market of the London Stock Exchange and admitted to the Official List of The International Stock Exchange ("TISE"). Its Convertible Preference Shares are admitted to the Official List of TISE and trading on the SETSqx market of the London Stock Exchange. The Company operates out of offices in Guernsey, Moscow and Cyprus and has an investment portfolio of circa 1.6 million square metres of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don and Novosibirsk and 49,200 square metres of commercial office space in St Petersburg. For further information visit the Company's website: www.ravenrussia.com