Last checked at 9 Dec 2009 13:50
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
Renold plc ("Renold" or the "Company")
Result of General Meeting
The Board of Directors of Renold plc ("Renold" or the "Company") is pleased to announce that the Resolutions proposed at the General Meeting today relating to the Placing and Open Offer and Firm Placing of 142,500,000 New Ordinary Shares were duly passed without amendment by the required majorities in each case on a show of hands.
Further details of the Resolutions are set out in a combined circular and prospectus published by Renold and circulated to Shareholders on 17 November 2009 (the "Prospectus").
The proxy votes lodged in respect of the Resolutions were as follows:
| Resolution | For | Against | Withheld | ||
| | Number | % | Number | % | Number |
| 1. | 46,573,349 | 99.89 | 49,167 | 0.11 | 775 |
| 2. | 45,725,044 | 98.08 | 897,347 | 1.92 | 900 |
| 3. | 45,712,660 | 98.05 | 907,436 | 1.95 | 3,195 |
| 4. | 45,727,544 | 98.08 | 895,347 | 1.92 | 400 |
| 5. | 34,358,576 | 97.45 | 898,576 | 2.55 | 11,366,139 |
Notes
| 1. | Any proxy appointments which gave discretion to the Chairman have been included in the 'for' total. |
| 2. | A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes ' for' and 'against' resolution. |
| 3. | The Company's issued share capital as at 8 December 2009 was 77,064,703 Ordinary Shares. |
| 4. | All percentages are shown to two decimal places. |
Renold has forwarded two copies of the Resolutions passed at the General Meeting to the Document Viewing Facility of the UK Listing Authority, where they will shortly be available for viewing at the following address:
| Document Viewing Facility |
| UK Listing Authority |
| 25 The North Colonnade |
| Canary Wharf |
| London |
| E14 5HS |
| Tel: 020 7066 1000 |
The full text of the Resolutions can also be viewed on the Company's website, www.renold.com. Details of the proxy votes received will also shortly be available on the Company's website.
The Placing and Open Offer and Firm Placing remain conditional upon (i) the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not have been terminated in accordance with its terms and (ii) Admission.
Set out below is an expected timetable of principal events in relation to the Placing and Open Offer and Firm Placing.
| Event | Time/date |
| Admission and commencement of dealings in the New Ordinary Shares | 8.00 a.m. on 10 December 2009 |
| New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST | 8.00 a.m. on 10 December 2009 |
| Despatch of definitive share certificates for the New Ordinary Shares in certificated form | by 17 December 2009 |
General notes:
1. Reference to times in this announcement are to London time unless otherwise stated.
2. The times and/or dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by Renold, in which event details of the new times and/or dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Qualifying Shareholders. In particular, in the event that withdrawal rights arise under Section 87Q of FSMA prior to Admission, the Company, Singer Capital Markets and Smith & Williamson may agree to defer Admission until such time as such withdrawal rights no longer apply.
3. This announcement should be read in conjunction with the full text of the combined circular and prospectus published by Renold and circulated to Shareholders on 17 November 2009 (the "Prospectus"'). A copy of the Prospectus is available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. In addition, copies of the Prospectus are available during normal business hours on Monday to Friday of each week (public holidays excepted) from the head office of the Company at Renold House, Styal Road, Wythenshawe, Manchester M22 5WL. In addition the Prospectus is available for inspection up to and including the date of Admission at the offices of Singer Capital Markets Limited at One Hanover Street, London W1S 1YX. Copies of the Prospectus are also available on the Company's website at www.renold.com.
Capitalised terms used, but not defined, in this announcement have the same meanings as given to them in the Prospectus.
For further information, please contact:
| Renold plc | 0161 498 4500 |
| Robert Davies, Chief Executive | |
| Peter Bream, Finance Director | |
| | |
| Singer Capital Markets (Financial Adviser and Broker) | 0203 205 7500 |
| Shaun Dobson | |
| Nicholas How | |
| | |
| Smith & Williamson Corporate Finance (Sponsor) | 020 7131 4000 |
| Azhic Basirov | |
| Siobhan Sergeant | |
| | |
| College Hill | 020 7457 2020 |
| Mark Garraway | |
| | |
Important notice
THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS. THE PROSPECTUS IS AVAILABLE ON RENOLD'S WEBSITE AND AVAILABLE FOR INSPECTION AT THE UK LISTING AUTHORITY'S DOCUMENT VIEWING FACILITY.
Neither the content of Renold's website nor any website accessible by hyperlinks on Renold's website is incorporated in, or forms part of, this announcement.
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction into which the same would be unlawful.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the New Ordinary Shares or any other securities to any person in Australia, Canada, Japan or South Africa, or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan, South Africa or the United States or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, South Africa or the United States. The offer and sale of the securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, Japan, South Africa or the United States. The availability of the Placing and Open Offer and Firm Placing to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any application requirements.
The New Ordinary Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States or under any securities laws of Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would be unlawful and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States, or within any of Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would be unlawful. There will be no public offer of the New Ordinary Shares in the United States.
The distribution of this announcement and the offering of the New Ordinary Shares in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company, Singer Capital Markets or Smith & Williamson that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, Singer Capital Markets and Smith & Williamson to inform themselves about, and to 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 is for information only and does not constitute or form part of any offer or invitation to issue, acquire or dispose of any securities or investment advice in any jurisdiction.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied is, or will be made as to, or in relation to, and no responsibility or liability is, or will be, accepted by either Singer Capital Markets or Smith & Williamson or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Singer Capital Markets, which is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for the Company and no one else in connection with the Placing and Open Offer and Firm Placing and Admission. It will not be responsible to anyone other than the Company for providing the protections afforded to customers of Singer Capital Markets or for advising any other person on the transactions and arrangements referred to herein. No representation or warranty, express or implied, is made by Singer Capital Markets as to any of the contents of this announcement for which the Company and the Directors are solely responsible. Singer Capital Markets has not authorised the contents of, or any part of, this announcement and (without limiting the statutory rights of any person to whom this announcement is issued) no liability whatsoever is accepted by Singer Capital Markets for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, for which the Company and the Directors are solely responsible.
Smith & Williamson, which is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for the Company and no one else in connection with the Placing and Open Offer and Firm Placing and Admission. It will not be responsible to anyone other than the Company for providing the protections afforded to customers of Smith & Williamson or for advising any other person on the transactions and arrangements referred to herein. No representation or warranty, express or implied, is made by Smith & Williamson as to any of the contents of this announcement for which the Company and the Directors are solely responsible. Smith & Williamson has not authorised the contents of, or any part of, this announcement and (without limiting the statutory rights of any person to whom this announcement is issued) no liability whatsoever is accepted by Smith & Williamson for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, for which the Company and the Directors are solely responsible.