Posted: 5th June 2014
Results of the meetings held on 5 June 2014 and details of the Share Capital Reorganisation
Results of the General Meeting, the Separate General Meeting of 'A' Shareholders and the Separate General Meeting of 'B' Shareholders and details of the Share Capital Reorganisation
The Company announces that all the Resolutions put to the General Meeting, the Separate General Meeting of 'A' Shareholders and the Separate General Meeting of 'B' Shareholders held today were passed on a poll. The table below gives details of the results of the poll vote.
As a result of the passing of all the Resolutions, the Share Capital Reorganisation will become effective on the Record Date, being 6.00 p.m. on 6 June 2014. Admission of the Ordinary Shares to the ISDX Growth Market is expected to take place and dealings to commence on 9 June 2014. CREST accounts (for Shareholders holding Ordinary Shares in uncertificated form) are expected to be credited on 9 June 2014. In addition (for Shareholders holding Ordinary Shares in certificated form), on 9 June 2014 existing share certificates will become void and new share certificates are expected to be dispatched to such Shareholders in respect of Ordinary Shares on 11 June 2014.
Following the Share Capital Reorganisation, there will be 14,857,500 Ordinary Shares in issue.
| Resolution | Total Votes For | Total Votes Against | Total Votes Withheld * |
|---|---|---|---|
| General Meeting | |||
| 1. That the Share Capital Reorganisation including the adoption of the New Articles and the renewal of the Company’s share buyback authority be approved. | 56,988,845 (81.24%) |
13,161,682 (18.76%) |
6,239 |
| Separate General Meeting of 'A' Shareholders | |||
| 2. To sanction the passing by the Company of the Resolution set out in the Notice of General Meeting and the implementation of the Share Capital Reorganisation in accordance with the Resolution. | 5,738,570 (87.47%) |
822,392 (12.53%) |
6,260 |
| Separate General Meeting of 'B' Shareholders | |||
| 3. To sanction the passing by the Company of the Resolution set out in the Notice of General Meeting and the implementation of the Share Capital Reorganisation. | 51,480,300 (81.61%) |
11,603,685 (18.39%) |
0 |
* A vote withheld is not treated as a vote in law and would not be counted in the calculation of the proportion of the votes cast for or against a resolution
At the General Meeting, the Chairman announced that a letter from solicitors, acting on behalf of Stuart Neame, had been received shortly before the Meeting commenced. The letter alleged that the Circular is misleading in certain respects and threatens to commence legal proceedings contending that the Resolutions passed at the Meeting are invalid. The Board, having taken legal advice, is entirely satisfied that any such claims, if made, are baseless and will defend any such action vigorously. Accordingly, the implementation of the Share Capital Reorganisation will proceed in the manner set out above.
Defined terms used in this announcement shall have the meanings given to them in the Circular to Shareholders dated 19 May 2014.
For more information please visit www.shepherdneame.co.uk or contact:
Enquiries
Shepherd Neame Limited +44 (0) 1795 532 206
Jonathan Neame (Chief Executive)
Mark Rider (Finance and IT Director)
Miles Templeman (Chairman)
J.P. Morgan Cazenove +44 (0) 207 742 7000
James Mitford
Kunal Ranpara
Media Enquiries
Kreab Gavin Anderson +44 (0) 207 074 1800
Marc Cohen
Christina Clark