20 May 2014 17:30
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 12.00 noon today, 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 14 April 2014.
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 | 569,130,163 | 99.96 | 203,849 | 0.04 | 1,017,558 | 569,334,012 |
2 | To approve the Remuneration Policy | 472,376,740 | 83.97 | 90,189,087 | 16.03 | 7,785,743 | 562,565,827 |
3 | To approve the Remuneration Report | 532,373,631 | 93.34 | 37,975,620 | 6.66 | 2,319 | 570,349,251 |
4 | To approve the new CBLTIS | 463,093,204 | 82.32 | 99,471,229 | 17.68 | 7,787,137 | 562,564,433 |
5 | To re-appoint Richard Jewson | 534,343,218 | 93.69 | 36,005,502 | 6.31 | 2,850 | 570,348,720 |
6 | To re-appoint Anton Bilton | 528,536,096 | 92.67 | 41,812,624 | 7.33 | 2,850 | 570,348,720 |
7 | To re-appoint Glyn Hirsch | 553,416,878 | 97.03 | 16,931,842 | 2.97 | 2,850 | 570,348,720 |
8 | To re-appoint Mark Sinclair | 570,269,167 | 99.99 | 79,553 | 0.01 | 2,850 | 570,348,720 |
9 | To re-appoint Colin Smith | 570,269,167 | 99.99 | 79,553 | 0.01 | 2,850 | 570,348,720 |
10 | To re-appoint Christopher Sherwell | 548,906,461 | 96.24 | 21,443,209 | 3.76 | 1,900 | 570,349,670 |
11 | To re-appoint Stephen Coe | 553,286,230 | 99.96 | 216,281 | 0.04 | 16,849,059 | 553,502,511 |
12 | To re-appoint David Moore | 553,286,230 | 99.96 | 216,281 | 0.04 | 16,849,059 | 553,502,511 |
13 | To re-appoint Ernst & Young as auditors | 570,144,850 | 99.98 | 89,246 | 0.02 | 117,474 | 570,234,096 |
14 | To authorise the directors the fix the remuneration of the auditors | 570,337,283 | 100.00 | 11,437 | - | 2,850 | 570,348,720 |
15 | To authorise the Directors to allot ordinary and preference shares | 570,311,017 | 99.99 | 37,212 | 0.01 | 3,341 | 570,348,229 |
16* | To authorise the Company to make market purchases of ordinary shares | 570,335,670 | 100.00
| 15,900 | - | - | 570,351,570 |
17* | To authorise the Company to make market purchases of preference shares | 570,326,437 | 100.00 | 25,133 | - | - | 570,351,570 |
18* | To authorise the Company to make market purchases of its ordinary shares pursuant to tender offer buy backs | 511,658,265 | 89.80 | 58,132,319 | 10.20 | 560,986 | 569,790,584 |
19* | To dis-apply pre-emption rights on the issue of ordinary shares | 569,350,558 | 99.83 | 998,071 | 0.17 | 2,941 | 570,348,629 |
*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 12 noon on 16 May 2014 was 753,602,600 ordinary shares. 75.68% of voting capital was instructed.
The number of Ordinary Shares subject to the Tender Offer has increased due to the exercise of the Company's warrants. A total of 26,914,197 Ordinary Shares will now be purchased at a price of 85 pence per Ordinary Share pursuant to the Tender Offer, resulting in approximately £22.9 million being paid by the Company to its ordinary shareholders. All 26,914,197 Ordinary Shares purchased by the Company pursuant to the Tender Offer will be held as treasury shares. 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 30 May 2014.
In connection with this, Raven Russia can also confirm that a total of 305,306,728 Ordinary Shares have been tendered in connection with the Tender Offer. Tenders for up to and including the Tender Offer Entitlement of 1 Ordinary Share for every 28 Ordinary Shares at 85 pence per share will be met in full. Tenders received for surplus Ordinary Shares will be met at the rate of 0.00462025 Ordinary Shares for each surplus Ordinary Share tendered over and above the Tender Offer entitlement of 1 for 28, rounded down to the nearest whole Ordinary Share.
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.hemscott.com/nsm.do.
Enquiries:
Raven Russia Limited Tel: + 44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications Tel: +44 (0) 207 630 3843
Tim Robertson
N+1 Singer Tel: +44 (0) 20 7496 3000
Corporate Finance - James Maxwell
Sales - Alan Geeves / James Waterlow
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 with a market capitalisation of approximately £550 million. The company operates out of offices in Guernsey, Moscow and Cyprus and has to date completed a portfolio of circa 1.4 million square metres of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don and Novosibirsk. For further information visit the Company's website: www.ravenrussia.com