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3 Jul 2017 16:00
3 July 2017
Raven Russia Limited ("Raven Russia" or the "Company")
Result of General Meeting and Class Meetings
Raven Russia is pleased to announce that at the General Meeting of the Company and Class Meetings of Preference Shareholders and Convertible Preference Shareholders held earlier today, all the resolutions put to Ordinary Shareholders, Preference Shareholders and Convertible Preference Shareholders were duly passed.
A summary of the votes lodged by proxy at the General Meeting is set out 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 | % | ||||
1 | That the Invesco Concert Party Rule 9 Waiver be approved | 314,101,590 | 88.22% | 41,960,447 | 11.78% | 1,545 | 356,062,037 |
2 | That the proposed participation by Invesco Perpetual High Income Fund and Invesco Perpetual Income Fund in the Placing be approved | 332,088,763 | 93.46% | 23,232,426 | 6.54% | 742,393 | 335,321,189 |
3 | That the Woodford Rule 9 Waiver be approved | 438,481,995 | 91.27% | 41,960,447 | 8.73% | 1,545 | 480,442,442 |
4 | That the proposed participation by Woodford in the Placing be approved | 456,469,168 | 95.16% | 23,232,426 | 4.84% | 742,393 | 479,701,594 |
5 | To authorise the Directors to issue New Convertible Preference Shares and to issue the requisite number of Ordinary Shares upon Conversion | 547,030,540 | 95.91% | 23,298,443 | 4.09% | 746,331 | 570,328,983 |
6* | To authorise the amendment to the Articles | 672,012,408 | 97.29% | 18,714,381 | 2.71% | 747,901 | 690,726,789 |
7* | To dis-apply pre-emption rights on the issue of Ordinary Shares following Conversion | 547,091,571 | 95.80% | 23,976,670 | 4.20% | 7,053 | 571,068,241 |
*Special Resolution
The Invesco Funds, who are interested in 215,011,712 Ordinary Shares representing approximately 31.5 per cent. of the Ordinary Share Capital, were not eligible to vote on Resolution 1 (the Invesco Concert Party Waiver Resolution) or Resolution 2 (the Invesco RPT Resolution) at the General Meeting.
Woodford, who are interested in 97,082,937 Ordinary Shares representing approximately 14.2 per cent. of the Ordinary Share Capital, were not eligible to vote on Resolution 3 (the Woodford Waiver Resolution) or Resolution 4 (the Woodford RPT Resolution) at the General Meeting.
The results set out above in relation to Resolution 6 take into account the fact that Convertible Preference Shareholders were permitted to vote on that resolution and that every such holder had one vote for each Ordinary Share it would have held if all of the Convertible Preference Shares registered in his name had been converted into Ordinary Shares at the applicable Conversion Rate on the business day immediately preceding the record date for the General Meeting.
A summary of the votes lodged by proxy at the Preference Share Class Meeting is set out 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 | % | ||||
1* | To approve the variation of rights attaching to the Preference Shares arising out of the issue of the new Convertible Preference Shares | 62,697,938 | 99.73% | 172,638 | 0.27% | 0 | 62,870,576 |
*Special Resolution
A summary of the votes lodged by proxy at the Convertible Preference Share Class Meeting is set out 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 | % | ||||
1* | To approve the variation of rights attaching to the Convertible Preference Shares arising out of the proposed amendments to the Articles | 98,768,251 | 100% | 0 | 0 | 0 | 98,768,251 |
*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 30 June 2017 was 681,746,237 Ordinary Shares. 83.77% of voting capital was instructed.
4 Total number of Preference Shares in issue at 6.00p.m. on 30 June 2017 was 98,898,589 Preference Shares. 63.57% of voting capital was instructed.
5 Total number of convertible preference shares in issue at 6.00p.m. on 30 June 2017 was 108,689,501 Convertible Preference Shares. 90.87% of voting capital was instructed.
Copies of the resolutions concerning special business and passed at today's General Meeting and Class Meetings are available at the National Storage Mechanism and are available for viewing online at: www.morningstar.co.uk/uk/NSM.
Raven Russia also announces that it has published the listing document in respect of the admission of a further 109,611,947 Convertible Preference Shares to the Official List of the TISE ("Listing Document"). Copies of the Listing Document are available from the registered office of the Company at P.O. Box 522, Second Floor, La Vieille Cour, La Plaiderie, St. Peter Port, Guernsey, GY1 6EH, Channel Islands.
Application has been made for the 89,766,361 Convertible Preference Shares to be admitted to the TISE Official List and to trading on the SETSqx platform of the London Stock Exchange ("Admission"). It is expected that Admission will become effective and that dealings in the Convertible Preference Shares will commence on 4 July 2017.
Defined terms used in this announcement shall have the same meaning as set out in the Circular to Ordinary Shareholders dated 13 June 2017.
Expected Timetable and Selected Security Information
Admission and commencement of dealings in Convertible Preference Shares on TISEA and SETSqx
| 8.00 a.m. on 4 July 2017 |
CREST accounts expected to be credited with Convertible Preference Shares
| 4 July 2017 |
ISIN for Existing Convertible Preference Shares | GG00BYVFCC74 |
ISIN for New Convertible Preference Shares*
| GG00BYPB9J77 |
TIDM for Existing Convertible Preference Shares | RUSC |
TIDM for New Convertible Preference Shares*
| RUC2 |
\* The New Convertible Preference Shares will initially trade under the ticker "RUC2" with ISIN GG00BYPB9J77 up to and including 29 September 2017 after which they will trade, together with the Existing Convertible Preference Shares, under the ticker "RUSC" with ISIN GG00BYVFCC74.
Enquiries
Raven Russia Limited Tel: + 44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications Tel: +44 (0) 20 3151 7008
Tim Robertson
Toby Andrews
N+1 Singer Tel: +44 (0) 20 7496 3000Corporate Finance - James Maxwell / Liz Yong
Sales - Alan Geeves / James Waterlow
Ravenscroft (TISE Sponsor) Tel: + 44 (0) 1481 729100
Semelia Hamon
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