EGM Statement

31 Mar 2006 15:57

Bailey(C.H.) PLC31 March 2006 Result of EGM and separate class meetings The board of CH Bailey, Plc announces that at today's Extraordinary GeneralMeeting and separate class meetings of the Ordinary Shareholders and "B"Ordinary Shareholders, all of the resolutions to approve the RestructuringProposals (as defined in the circular sent to shareholders on 8 March 2006) wereapproved. Addressing the Extraordinary General Meeting, the Company's chairman CharlesBailey said: "The Board has been asked by a number of shareholders to provide furtherexplanation with regard to the differing conversion ratios proposed for Ordinaryand B Ordinary Shares. As Shareholders are aware, the proposed conversion ratios effectively value oneB Ordinary Share at the same as 10 Ordinary Shares. As stated in the circular toshareholders, the Independent Directors gave particular consideration to theprices at which both classes of shares had been traded in the market since theCompany was admitted to AIM in August 2004. In evaluating these markettransactions, more weight was placed on larger trades and less weight on smallertrades. The Independent Directors also took into account the consistentlyincreasing relative value being placed by the market over this period on the BOrdinary Shares. Some shareholders have commented on the historically lower ratios between thetwo classes of shares, and have drawn attention to the prices at which shareswere bought back by the Company in October 2004 in an off-market transaction,and the prices at which these shares were subsequently re-issued in July 2005.The relative pricing for both these transactions was based on the market pricesprevailing at a particular point in time. As I have explained, the presentproposals are based on actual market transactions which have taken place over anextended period. The Independent Directors wish to emphasise that in formulating their proposals,they carefully examined the basis of recent capital restructurings by otherquoted companies, and took independent advice as to whether the proposals werefair and reasonable for both classes of Shareholders. They remain strongly ofthe view that the proposals are in the best interests of the Company and itsshareholders." The Restructuring Proposals will become effective immediately following theclose of business today and dealings in the New Ordinary Shares are expected tocommence on Monday 3 April 2006. The EPIC code for the New Ordinary Shares willbe BLEY. New share certificates and cheques for the proceeds from the sale of fractionaland other entitlements will be sent to Shareholders on or around Thursday 6April 2006. Enquiries: Charles Bailey, ChairmanC.H. Bailey, PlcTel: 01633 262961 This information is provided by RNS The company news service from the London Stock Exchange