TIDMGPOR
RNS Number : 4566F
Great Portland Estates PLC
17 May 2017
17 May 2017
Great Portland Estates plc
Results of General Meeting, Share Consolidation, amendment to
Official List, and Total Voting Rights
Further to the circular posted to its shareholders on 19 April
2017 (the "Circular"), Great Portland Estates plc ("GPE" or the
"Company") announces that at the General Meeting held today to
approve the Share Consolidation, all resolutions proposed to
shareholders set out in the notice of General Meeting dated 19
April 2017 were passed by the requisite majority on a poll.
Accordingly, GPE announces that the Company's Share Consolidation
will become effective tomorrow, Thursday, 18 May 2017.
The Share Consolidation will replace every 20 existing ordinary
shares of 12.5 pence each with 19 new ordinary shares of 13(3)
/(19) pence each (the "New Ordinary Shares"). An application has
been made to the UK Listing Authority for the Official List to be
amended for the New Ordinary Shares, which are expected to commence
trading on the London Stock Exchange at 8.00 a.m. on Thursday, 18
May 2017. The New Ordinary Shares will have an ISIN of GB00BZ0XJR39
and a SEDOL of BZ0XJR3.
Voting Rights
Prior to the Share Consolidation becoming effective, the
Company's issued share capital is 343,926,160 ordinary shares of
12.5 pence each. For the purposes of the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules, the
Company's issued share capital as at 8.00 a.m. on Thursday 18 May
2017 (the effective time of the Share Consolidation) will consist
of 326,729,852 New Ordinary Shares of 13(3) /(19) pence each. The
Company currently holds no shares in treasury and as at the date
and time at which the Share Consolidation becomes effective, the
Company will hold no shares in treasury.
The decrease in the issued share capital and total voting rights
results from the consolidation of shares.
The above figure of 326,729,852 total voting rights as at 8.00
a.m. on Thursday 18 May 2017 (the effective time of the Share
Consolidation) may be used by shareholders as the denominator for
the calculations by which they will determine (if they are required
to notify) their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules.
General meeting poll results
A poll was conducted on each resolution proposed at the General
Meeting. Resolutions 1 and 2 (ordinary resolutions) and resolutions
3 to 5 (special resolutions) were all passed by the required
majority. The numbers of votes cast for and against each of the
resolutions, and the number of votes withheld, were as follows:
Resolution Votes % Votes % Total % of Votes
for against issued withheld*
share
capital
------------------ ------------ ------- ----------- ------ ------------ --------- -----------
Ordinary
resolutions
------------------ ------------ ------- ----------- ------ ------------ --------- -----------
To authorise
the Company
to undertake
the 19 for
20 consolidation
of its ordinary
1 share capital 279,486,059 99.99% 27,565 0.01% 279,513,624 81.27% 195,808
------------------ ------------ ------- ----------- ------ ------------ --------- -----------
To approve
the directors'
authority
to allot
2 new shares 264,269,515 94.58% 15,135,715 5.42% 279,405,230 81.24% 304,202
------------------ ------------ ------- ----------- ------ ------------ --------- -----------
Special
resolutions
------------------ ------------ ------- ----------- ------ ------------ --------- -----------
To approve
the directors'
limited
authority
to allot
shares for
3 cash 275,774,415 99.92% 224,968 0.08% 275,999,383 80.25% 3,710,049
------------------ ------------ ------- ----------- ------ ------------ --------- -----------
Resolution Votes % Votes % Total % of Votes
for against issued withheld*
share
capital
--------------- ------------ ------- ----------- ------ ------------ --------- -----------
Special
resolutions
--------------- ------------ ------- ----------- ------ ------------ --------- -----------
To give
the directors
additional
limited
authority
to allot
shares for
cash in
connection
with an
acquisition
or specified
capital
4 investment 265,228,293 96.10% 10,766,750 3.90% 275,995,043 80.25% 3,714,389
--------------- ------------ ------- ----------- ------ ------------ --------- -----------
To renew
the authority
enabling
the Company
to buy its
5 own shares 260,620,631 96.32% 9,958,045 3.68% 270,578,676 78.67% 9,130,756
--------------- ------------ ------- ----------- ------ ------------ --------- -----------
* A vote withheld is not a vote in law and is not counted in the
calculation of the votes "For" or "Against" a resolution.
As at the date of the General Meeting, the number of issued
shares of the Company was 343,926,160 shares of 12.5 pence each,
which was the total number of shares entitling the holders to
attend and vote for or against all resolutions.
In accordance with the Financial Conduct Authority's Listing
Rule 9.6.2, a copy of the resolutions passed at today's General
Meeting will be submitted to the National Storage Mechanism and
will be shortly available for inspection at
www.morningstar.co.uk/uk/NSM.
Timetable
The timetable in relation to the Special Dividend and the Share
Consolidation is as follows:
Record date for Share 6.00 p.m. on Wednesday
Consolidation and entitlement 17 May 2017
to the Special Dividend
------------------------------- -----------------------
Plan notice date for 6.00 p.m. on Wednesday
election under the Dividend 17 May 2017
Reinvestment Plan
------------------------------- -----------------------
Commencement of dealings 8.00 a.m. on Thursday
in New Ordinary Shares 18 May 2017
------------------------------- -----------------------
CREST accounts credited Thursday 18 May 2017
with New Ordinary Shares
------------------------------- -----------------------
Ordinary Shares marked Thursday 18 May 2017
ex-entitlement to the
Special Dividend
------------------------------- -----------------------
Despatch of share certificates By Tuesday 30 May 2017
in respect of New Ordinary
Shares and, if applicable,
despatch of cheques and
CREST accounts credited
in respect of fractional
entitlements
------------------------------- -----------------------
Despatch of BACS vouchers Tuesday 30 May 2017
in respect of proceeds
under the Special Dividend
------------------------------- -----------------------
Despatch of cheques in Tuesday 30 May 2017
respect of proceeds under
the Special Dividend
------------------------------- -----------------------
Payment of the Special Wednesday 31 May 2017
Dividend to Eligible
Shareholders
Capitalised terms used in this announcement which are not
otherwise defined in this announcement have the same meaning as in
the Circular, which is available at
http://www.morningstar.co.uk/uk/NSM. All references to time in this
announcement are to London time.
A copy of this announcement will be available on the Company's
website at www.gpe.co.uk under 'Investors - Shareholder
Information'.
Contact:
Great Portland Estates
Desna Martin Company Secretary +44 207 647 3000
Finsbury Group
Gordon Simpson Partner +44 207 251 3801
This information is provided by RNS
The company news service from the London Stock Exchange
END
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