TIDMBRAM
RNS Number : 6198B
Brammer PLC
29 October 2009
Brammer plc
29 October 2009
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
BRAMMER PLC
RESULT OF GENERAL MEETING
The Board of Directors of Brammer plc ("Brammer" or the "Company") announces
that all of the resolutions (the "Resolutions") put forward at today's General
Meeting were passed, without amendment, by the requisite majorities on a show of
hands.
The Resolutions were proposed to: (a) remove then current restriction (of
GBP20,000,000) on the Company's ability to issue further ordinary shares; (b)
grant authority to the Directors to allot the Rights Issue Shares, and otherwise
up to GBP7,085,705.80; (c) disapply statutory pre-emption rights in respect of
the allotment of the Rights Issue Shares; and (d) disapply statutory pre-emption
rights in respect of the allotment of shares for cash otherwise than in
connection with the Rights Issue up to GBP1,062,855.80.
Further details of the Resolutions are set out in the notice of General Meeting
contained in the prospectus sent to shareholders of the Company on 6 October
2009 ("Prospectus").
A summary of the proxy votes received prior to the General Meeting is set out
below, based on the 53,142,794 ordinary 20 pence shares in issue and 33,827,021
shares in respect of which proxy votes were received.
+------------+---------------------+-------------+--------------+--------------+
| | Description | Votes for | Votes | Votes |
| | | | against | withheld |
+------------+---------------------+-------------+--------------+--------------+
| | | | | |
+------------+---------------------+-------------+--------------+--------------+
| Resolution | Removal of | 33,701,988 | 38,111 | 65,029 |
| 1 | restriction on the | | | |
| | issue of further | | | |
| | shares | | | |
+------------+---------------------+-------------+--------------+--------------+
| | | | | |
+------------+---------------------+-------------+--------------+--------------+
| Resolution | Authority to allot | 33,698,716 | 23,838 | 66,302 |
| 2 | shares | | | |
+------------+---------------------+-------------+--------------+--------------+
| | | | | |
+------------+---------------------+-------------+--------------+--------------+
| Resolution | Disapplication of | 33,685,389 | 41,052 | 67,214 |
| 3 | pre-emption rights | | | |
| | for the rights | | | |
| | issue shares | | | |
+------------+---------------------+-------------+--------------+--------------+
| | | | | |
+------------+---------------------+-------------+--------------+--------------+
| Resolution | General | 33,748,012 | 41,052 | 2,185 |
| 4 | disapplication of | | | |
| | pre-emption rights | | | |
+------------+---------------------+-------------+--------------+--------------+
Note: An abstention is not a vote in law and is not counted in the calculation
of proportion of votes 'For' or 'Against' the Resolutions.
The voting figures will also be displayed shortly on the Company's corporate
website: www.brammer.biz.
In accordance with paragraph 9.6.2 of the Listing Rules, copies of the
Resolutions will shortly be 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.
It is expected that Provisional Allotment Letters in respect of the Rights Issue
Shares to be issued pursuant to the Rights Issue will be posted to Qualifying
Non-CREST Shareholders later today.
Qualifying Non-CREST Shareholders are advised in light of the current postal
strike to call the Shareholder helpline (whose details are set out below) who
will be able to provide assistance to Qualifying Non-CREST Shareholders who wish
to take up their entitlements to the Rights Issue Shares.
Shareholder helpline (8.30 a.m. to 5.30 p.m.):
0871 384 2050 (from inside the UK)
+44 121 415 0259 (from outside the UK)
Calls to Equiniti Limited's 0871 384 2050 number are charged at 8 pence per
minute from a BT landline. Other service provider's costs may vary. Calls to
Equiniti Limited's +44 121 415 0259 number from outside the UK are charged at
applicable international rates. Different charges may apply to calls made from
mobile telephones and calls may be recorded and monitored randomly for security
and training purposes. Equiniti Limited's shareholder helpline is unable to give
advice on the merits of the Rights Issue or provide any financial, legal, tax or
investment advice.
Qualifying Non-CREST Shareholders who may be concerned that Provisional
Allotment Letters and cheques (or banker's drafts) might not be returned in time
using the ordinary postal system should bear in mind that these documents may be
returned to Equiniti (the Company's registrars) by means other than ordinary
post, including Royal Mail Special Delivery (if available) and delivery by
courier.
Shareholders' attention is drawn to the timetable set out below:
+-----------------------------------------------+---------------------------+
| Despatch of Provisional Allotment Letter (to | 29 October 2009 |
| Qualifying non-CREST Shareholders only) | |
| | |
+-----------------------------------------------+---------------------------+
| Nil Paid Rights credited to stock accounts in | 30 October 2009 |
| CREST (Qualifying CREST Shareholders only) | |
| | |
+-----------------------------------------------+---------------------------+
| Nil Paid Rights and Fully Paid Rights enabled | 8.00 a.m. on 30 October |
| for settlement in CREST | 2009 |
| | |
+-----------------------------------------------+---------------------------+
| Admission/Dealings in Rights Issue Shares, | 8.00 a.m. on 30 October |
| nil paid, commence on the London Stock | 2009 |
| Exchange | |
| | |
+-----------------------------------------------+---------------------------+
| Latest time and date for acceptance, payment | 11.00 a.m. on 13 November |
| in full for and registration of renounced | 2009 |
| Provisional Allotment Letters | |
| | |
+-----------------------------------------------+---------------------------+
| Dealings to commence in Rights Issue Shares, | 8.00 a.m. on 16 November |
| fully paid, commence on the London Stock | 2009 |
| Exchange | |
| | |
+-----------------------------------------------+---------------------------+
| Despatch of definitive share certificates for | By 23 November 2009 |
| Rights Issue Shares in certificated form | |
+-----------------------------------------------+---------------------------+
The Company confirms that copies of the Prospectus have been submitted to the UK
Listing Authority and will shortly be available for inspection during normal
business hours on any weekday (public holidays excepted) 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, the Prospectus is available at the registered office of Brammer at
Claverton Court, Claverton Road, Wythenshawe, Manchester M23 9NE and on the
Company's website, www.brammer.biz.
Unless otherwise defined in this announcement, capitalised terms shall have the
meaning given in the Prospectus.
For further information, please contact:
+----------------------------------------------------+----------------------+
| Brammer plc | +44 (0) 161 902 5572 |
| David Dunn, Chairman | |
| Ian Fraser, Chief Executive | |
| Paul Thwaite, Finance Director | |
| | |
+----------------------------------------------------+----------------------+
| RBS Hoare Govett Limited | +44 (0) 20 7678 8000 |
| Lee Morton | |
| Justin Jones | |
| Hugo Fisher | |
| | |
+----------------------------------------------------+----------------------+
| Citigate Dewe Rogerson | +44 (0) 20 7638 9571 |
| Martin Jackson | |
| Nicola Smith | |
+----------------------------------------------------+----------------------+
General
This announcement (and the information contained herein) is restricted and is
not for release, publication or distribution, directly or indirectly, in whole
or in part, in or into or from the United States, Canada, Australia, Japan, New
Zealand, the Republic of Ireland, the Republic of South Africa or any other
jurisdiction where to do so would constitute a violation of the relevant laws of
such jurisdiction.
The release, publication or distribution of this announcement, the Prospectus
and/or the Provisional Allotment Letter and/or the transfer of the Nil Paid
Rights, the Fully Paid Rights and/or the Rights Issue Shares in or into
jurisdictions other than the UK may be restricted by law and therefore persons
into whose possession this announcement or any other document in connection with
the Rights Issue comes or to whom this announcement is released, published or
distributed should inform themselves about and observe such restrictions. Any
failure to comply with any such restrictions may constitute a violation of the
securities laws or regulations of such jurisdictions.
This announcement is an advertisement and not a prospectus and investors should
not subscribe for or purchase any Nil Paid Rights, Fully Paid Rights or Rights
Issue Shares referred to in this announcement except on the basis of information
in the Prospectus which is expected to be published by the Company today in
connection with the Rights Issue. Copies of the Prospectus will, following
publication, be available from the Company's registered office.
This announcement does not constitute, or form part of any offer or invitation
to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or
issue, or any solicitation of any offer to sell, otherwise dispose of, issue,
purchase, otherwise acquire or subscribe for, any security in the capital of the
Company in any jurisdiction. Any decision to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any Provisional Allotment Letter,
Nil Paid Rights, Fully Paid Rights and/or Rights Issue Shares should only be
made on the basis of information contained in and incorporated by reference into
the Prospectus which contains further details relating to the Company in general
as well as a summary of the risk factors to which an investment in the Rights
Issue Shares is subject. Nothing in this announcement should be interpreted as a
term or condition of the Rights Issue. This announcement is not directed to, or
intended for distribution or use by, any person or entity that is a citizen or
resident or located in any locality, state, country or other jurisdiction where
such distribution, publication, availability, or use would be contrary to law or
regulation which would require any registration or licensing within such
jurisdiction. In particular, this announcement is not for distribution in or
into the United States, Australia, Canada, Japan, New Zealand, the Republic of
Ireland, the Republic of South Africa or any other Excluded Jurisdiction. The
information in this announcement 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 announcement in whole or in
part is unauthorised. Failure to comply with this directive may result in a
violation of the securities laws or regulations of other jurisdictions.
This announcement and the information contained herein is not an offer of
securities for sale in the United States. The Nil Paid Rights, the Fully Paid
Rights, the Rights Issue Shares and the Provisional Allotment Letters have not
been and will not be registered under the United States Securities Act 1933 (as
amended) or under the applicable securities laws of any state or other
jurisdiction of the United States and will not qualify for distribution under
any of the relevant securities of any of the Excluded Jurisdictions.
Accordingly, unless a relevant exemption from such requirements is available,
none of the Existing Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights
the Rights Issue Shares or the Provisional Allotment Letters may be offered,
sold, resold, taken up, exercised, renounced, transferred or delivered, directly
or indirectly, in or into the United States or any other Excluded Jurisdiction
or to, or for, the account or benefit of a person located in the United States
or any other Excluded Jurisdiction. No money, securities or other consideration
from any person inside the United States is being solicited and, if sent in
response to the information contained in this announcement, will not be
accepted.
RBS Hoare Govett Limited ("RBS Hoare Govett"), which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting as sponsor,
financial adviser, broker and underwriter to the Company and for no one else in
connection with the Rights Issue and will not regard any other person (whether
or not a recipient of this announcement) as a client in relation to the Rights
Issue and will not be responsible to anyone other than the Company for providing
the protections afforded to clients of RBS Hoare Govett or for providing advice
to any such person in relation to the Rights Issue, the contents of this
announcement, the Prospectus and the accompanying documents thereto or any
matters or arrangements referred to herein or therein.
Apart from the responsibilities and liabilities, if any, which may be imposed on
RBS Hoare Govett by FSMA or the regulatory regime established thereunder, RBS
Hoare Govett accepts no responsibility whatsoever, and makes no representation
or warranty, express or implied, for the contents of this announcement including
its accuracy, completeness or verification or for any other statement made or
purported to be made by it or on behalf of it, the Company or any other person,
in connection with the Company, the Nil Paid Rights, the Fully Paid Rights and
the Rights Issue Shares or the Rights Issue and nothing in this announcement
shall be relied upon as a promise or representation in this respect, whether as
to the past or the future. RBS Hoare Govett accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of this
announcement or any such statement.
Cautionary note regarding forward looking statements
The statements contained in this announcement and the information referred to in
it includes statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes", "estimates",
"plans", "anticipates", "targets", "aims", "continues", "projects", "assumes",
"expects", "intends", "may", "will", "would" or "should", or in each case, their
negative or other variations or comparable terminology. These forward-looking
statements include all matters that are not historical facts. They appear in a
number of places throughout this announcement and include statements regarding
the Company's intentions, beliefs or current expectations concerning, among
other things, the Group's result of operations, financial condition, liquidity,
prospects, growth strategies and the industries in which the Group operates.
By their nature, forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors could cause
actual results and developments to differ materially from those expressed or
implied by the forward-looking statements, including without limitation:
conditions in the markets, market position of the Company, earnings, financial
position, cash flows, return on capital, anticipated investments and capital
expenditures, changing business or other market conditions and general economic
conditions. These and other factors could adversely affect the outcome and
financial effects of the plans and events described herein. Forward-looking
statements contained in this announcement based on past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. None of the statements made in this paragraph in any way
obviate the requirement that the Company complies with the Prospectus Rules, the
Disclosure and Transparency Rules, the Listing Rules or FSMA.
These forward-looking statements speak only at the date of this announcement.
Except as required by the Listing Rules, the Disclosure and Transparency Rules,
the Prospectus Rules and any law, Brammer does not have any obligation to update
or revise publicly any forward-looking statements, whether as a result of new
information, further events or otherwise. Except as required by the Listing
Rules, the Disclosure and Transparency Rules, the Prospectus Rules and any law,
Brammer expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in Brammer's expectations with regard thereto or any change
in events, conditions or circumstances on which any such statement is based. In
light of these risks, uncertainties and assumptions, the forward-looking
statements discussed in this announcement might not occur. Prospective investors
should specifically consider the factors identified in this announcement and the
Prospectus which could cause actual results to differ before making an
investment decision.
No statement in this announcement is intended as a profit forecast or a profit
estimate and no statement in this announcement should be interpreted to mean
that earnings per Ordinary Share for the current or future financial years would
necessarily match or exceed the historical published earnings per Ordinary
Share. Prices and values of, and income from, shares may go down as well as up
and an investor may not get back the amount invested. It should be noted that
past performance is no guide to future performance.
No person has been authorised to give any information or to make any
representation other than those contained in this announcement and, if given or
made, such information or representation must not be relied on as having been
authorised by the Company or RBS Hoare Govett. Subject to the Listing Rules, the
Prospectus Rules and the Disclosure and Transparency Rules, the issue of this
announcement shall not, in any circumstances, create any implication that there
has been no change in the affairs of the Group since the date of this
announcement or that the information in it is correct as at any subsequent date.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company'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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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