Last checked at 9 Apr 2009 11:31
SIG plc
9 April 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA.
This announcement is not an offer of securities for sale in the United States. The securities discussed herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act. No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia, Japan or South Africa.
Result of Extraordinary General Meeting
The Board of Directors of SIG plc ("SIG", or the "Company") is pleased to announce that the Resolutions proposed at the Extraordinary General Meeting today to approve the proposed Placing and Open Offer and Firm Placing of 455,047,973 New Ordinary Shares and other related matters were duly passed without amendment by the required majority on a show of hands.
Further details of the Resolutions were set out in the combined circular and prospectus published by SIG and circulated to Shareholders on 18 March 2009 (the "Prospectus").
The proxy votes over 62m Ordinary Shares lodged in respect of the Resolutions are as follows:
| Resolution | For | Against | Withheld | ||
| Number | % | Number | % | Number | |
| Approve an increase in the authorised share capital | 62,163,918 | 99.88 | 73,516 | 0.12 | 115,062 |
| Authorise allotments of ordinary shares | 62,156,996 | 99.88 | 74,316 | 0.12 | 121,184 |
| Disapply pre-emption rights in connection with the Placing and Open Offer and Firm Placing | 62,152,491 | 99.87 | 79,221 | 0.13 | 120,784 |
| Approve the Issue Price in connection with the Placing and Open Offer and Firm Placing | 62,157,046 | 99.87 | 81,188 | 0.13 | 114,262 |
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" a resolution.
3. The issued share capital as at 9 April 2009 is 135,765,220 Ordinary Shares.
4. All percentages are shown to two decimal places.
SIG has forwarded two copies of the Resolutions passed at the Extraordinary 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
The Financial Services Authority
25 The North ColonnadeCanary Wharf
London
E14 5HS
Tel: 020 7066 1000
The full text of the Resolutions can also be viewed on the Company's website, www.sigplc.co.uk. 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 the Placing Agreement becoming unconditional in all respects and upon 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 14 April 2009 |
| New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST | 8.00 a.m. on 14 April 2009 |
| Despatch of definitive share certificates for the New Ordinary Shares in certificated form | by 20 April 2009 |
General notes:
1. Reference to times in this announcement are to London time unless otherwise stated.
2. The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by SIG, in which event details of the new times and 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, SIG, J.P. Morgan Cazenove, J.P. Morgan Securities and Panmure Gordon may agree to defer Admission until such time as such withdrawal rights no longer apply.
This announcement should be read in conjunction with the full text of 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 for inspection during normal business hours on Monday to Friday of each week (public holidays excepted) at Company at Signet House, 17 Europa View, Sheffield Business Park, Sheffield S9 1XH. In addition the Prospectus is available for inspection at the offices of Pinsent Masons LLP, CityPoint, One Ropemaker Street, London EC2Y 9AH up to and including the date of Admission and has also been published at www.sigplc.co.uk.
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:
| SIG plc Chris Davies Gareth Davies | +44 (0) 11 4285 6300 |
| J.P. Morgan Cazenove (Joint Sponsor, Joint Financial Adviser and Joint Broker) Edmund Byers Steve Baldwin | +44 (0) 20 7588 2828 |
| Panmure Gordon (Joint Sponsor, Joint Financial Adviser and Joint Broker) Hugh Morgan Adam Pollock | +44 (0) 20 7459 3600 |
| Lazard (Joint Financial Adviser) Peter Kiernan Vasco Litchfield | +44 (0) 20 7187 2000 |
This announcement has been issued by, and is the sole responsibility of, SIG plc (the "Company"). No representation or warranty, express or implied, is made or given by, or on behalf of, the Company, J.P. Morgan Cazenove Limited ("J.P. Morgan Cazenove"), J.P. Morgan Securities Ltd. ("J.P. Morgan Securities") , Lazard & Co., Ltd ("Lazard") or Panmure Gordon (UK) Limited ("Panmure Gordon") or any of their affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings or any of their respective directors, officers, employees or advisers or any other person as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.
J.P. Morgan Cazenove, J.P. Morgan Securities, Lazard and Panmure Gordon, each of which is authorised and regulated in the UK by the FSA, are acting exclusively for SIG and no one else in connection with the Placing and Open Offer and Firm Placing and will not regard any other person (whether or not a recipient of this announcement) as their respective client in relation to the Placing and Open Offer and Firm Placing and will not be responsible to anyone other than SIG for providing the protections afforded to their respective clients or for providing advice in connection with the Placing and Open Offer and Firm Placing or any other matter referred to in this announcement.
IMPORTANT NOTICE:
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Placing and Open Offer and Firm Placing or otherwise. This announcement is not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares referred to in this announcement except on the basis of information in the Prospectus.
The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution in the United States, Australia, Canada, Japan or South Africa.
This announcement is not an offer of securities for sale in the United States. The securities discussed herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act. No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia, Japan or South Africa. This announcement is not for distribution directly or indirectly in or into the United States, Canada, Australia, Japan or South Africa.
The information in this press release may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
Neither the content of SIG's website (or any other website) nor the content of any website accessible from hyperlinks on SIG's website (or any other website) is incorporated into, or forms part of, this announcement.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the 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 any jurisdiction outside of the United Kingdom.