30 Mar 2012 11:04
30 March 2012
CORAC GROUP Plc
("Corac", the "Company")
Results of General Meeting and Placing
The Directors of Corac are pleased to announce that, at the General Meeting of the Company held earlier today, all of the Resolutions set out in the Notice of General Meeting included in the Circular sent to Shareholders on 14 March 2012 were duly passed without amendment.
On 15 March 2012, the Company announced that it had entered into a conditional agreement to purchase the entire issued share capital of Wellman Hunt Graham Ltd and Wellman Defence Limited (the "Acquisition") and that it proposed to fund the majority of the Acquisition through a placing of 60,476,191 Placing Shares at 10.5 pence per new share to raise approximately £6.35 million before expenses (the "Placing").
The Placing remains conditional upon the Placing Agreement becoming unconditional in all respects and Admission. Application will be made for the admission of 60,476,191 Placing Shares to trading on AIM ("Admission"). It is expected that Admission will become effective, and dealings in the Placing Shares will commence, at 8.00 a.m. on 2 April 2012.
The results of the proxy votes received in advance of the meeting are reported below:
Resolution | Votes For | % For | Votes Against | % Against | Votes Withheld |
Ordinary Resolution | |||||
To authorise the directors to allot shares in the Company pursuant to section 551 of the Companies Act 2006 up to an aggregate nominal amount of £6,047,619.10
| 118,634,260 | 99.9 | 127,205 | 0.1 | 50,100 |
Special Resolution | |||||
To disapply section 561(1) of the Companies Act 2006 up to an aggregate nominal amount of £6,047,619.10 in connection with the Placing. | 118,682,360 | 99.9 | 127,205 | 0.1 | 2,000 |
The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with the Ordinary Shares in issue at the time the Placing Shares are issued pursuant to the Placing, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling after Admission.
The total issued share capital of Corac following Admission will be 307,880,416 Ordinary Shares of 10 pence each.
Completion of the Acquisition remains conditional upon the Placing becoming unconditional in all respects save for the requirement to complete the Acquisition, and is expected to take place on 5 April 2012. The Directors of Corac will post an announcement confirming that the Acquisition has completed in due course.
Terms used and not defined in this announcement bear the meaning given to them in the circular dated 14 March 2012.
For further information please contact:
Phil Cartmell - Executive Chairman Mark Crawford - Group Managing Director and Chief Financial Officer | |
Corac Group | Tel: 01753 285800 |
Jeremy Warner-Allen - Sales | |
Ivonne Cantú - Nomad | |
Cenkos | Tel: 020 7397 8980 |
Reg Hoare/Vicky Watkins | |
MHP Communications | Tel: 020 3128 8100 |
This announcement is not for release, publication or distribution, directly or indirectly, in or into the Canada, Japan, the United States of America, the Republic of Ireland or Australia 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 Placing Shares or any other securities to any person in Canada, Japan, the United States of America, the Republic of Ireland or Australia 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 Canada, Japan, the United States of America, the Republic of Ireland or Australia or to, or for the account or benefit of, any national, resident or citizen of Canada, Japan, the United States of America, the Republic of Ireland or Australia.
The Ordinary Shares and Placing Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended or with any securities regulatory authority of any state or other jurisdiction of the United States of America or under the applicable securities laws of Canada, Japan, the United States of America, the Republic of Ireland or Australia. Subject to certain exceptions, the Ordinary Shares may not be offered or sold in the Canada, Japan, the United States of America, the Republic of Ireland or Australia or to or for the account or benefit of any national, resident or citizen of any such country. This document does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or buy, any Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in 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. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of Corac for the current or future financial years would necessarily match or exceed the historical published earnings per share of Corac.
Cenkos Securities Plc, which is regulated in the United Kingdom by the Financial Services Authority, is acting as Nominated Adviser and Broker exclusively for the Company in connection with the Placing and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to customers of Cenkos Securities Plc, or for advising any other person in connection with the Placing. The responsibilities of Cenkos Securities Plc, as Nominated Adviser, are owed solely to the London Stock Exchange plc.