RAVEN PROPERTY GROUP LIMITED 31 May 2018
Raven Russia Limited ('Raven Russia' or the 'Company')
Result of Annual General Meeting, class meetings and Tender Offer and change of name
Raven Russia announces that, at the Annual General Meeting of the Company and the class meetings of the holders of Preference Shares and Convertible Preference Shares held at 10:00 a.m., 11:00 a.m. and 11:15 a.m. today, respectively, the resolutions set out in the Notice of 2018 Annual General Meeting, the Notice of Class Meeting of the holders of Preference Shares and the Notice of Class Meeting of the holders of Convertible Preference Shares, each dated 27 April 2018, were duly passed following a poll on each resolution.
Defined terms used in this announcement shall have the same meaning as set out in the Tender Offer circular to Shareholders dated 27 April 2018.
Annual General Meeting Poll Results
Resolution | For (see note 1) | Against (see note 1) | Number of votes withheld (see note 2) | Total votes cast | |||
Number of votes | % | Number of votes | % | ||||
1 | To receive the Annual Report and Accounts | 508,839,313 | 99.66% | 1,750,342 | 0.34% | 14,575 | 510,589,655 |
2 | To approve the Directors' Remuneration Report | 400,922,319 | 78.52% | 109,667,337 | 21.48% | 14,575 | 510,589,656 |
3 | To re-appoint Richard Jewson | 408,433,367 | 79.99% | 102,156,289 | 20.01% | 14,575 | 510,589,656 |
4 | To re-appoint Anton Bilton | 491,321,391 | 96.23% | 19,268,265 | 3.77% | 14,575 | 510,589,656 |
5 | To re-appoint Glyn Hirsch | 492,088,495 | 96.38% | 18,501,161 | 3.62% | 14,575 | 510,589,656 |
6 | To re-appoint Mark Sinclair | 492,088,495 | 99.91% | 419,598 | 0.09% | 18,096,138 | 492,508,093 |
7 | To re-appoint Colin Smith | 492,086,644 | 99.91% | 421,449 | 0.09% | 18,096,138 | 492,508,093 |
8 | To re-appoint Christopher Sherwell | 406,385,314 | 79.59% | 104,204,342 | 20.41% | 14,575 | 510,589,656 |
9 | To re-appoint Stephen Coe | 467,985,589 | 91.66% | 42,604,066 | 8.34% | 14,575 | 510,589,655 |
10 | To re-appoint David Moore | 465,326,648 | 91.14% | 45,263,007 | 8.86% | 14,575 | 510,589,655 |
11 | To re-appoint Ernst & Young as auditors | 510,484,177 | 99.98% | 105,478 | 0.02% | 14,575 | 510,589,655 |
12 | To authorise the Directors to fix the remuneration of the auditors | 510,586,299 | 100.00% | 3,357 | 0.00% | 14,575 | 510,589,656 |
13 | To authorise the Directors to allot ordinary shares, convertible preference shares and preference shares | 506,847,781 | 99.27% | 3,741,875 | 0.73% | 14,575 | 510,589,656 |
14* | To authorise the Company to make market purchases of its ordinary shares | 501,984,309 | 98.31% | 8,605,346 | 1.69% | 14,575 | 510,589,655 |
15* | To authorise the Company to make market purchases of its convertible preference shares | 492,087,751 | 96.38% | 18,498,652 | 3.62% | 17,828 | 510,586,403 |
16* | To authorise the Company to make market purchases of its preference shares | 510,583,965 | 100.00% | 848 | 0.00% | 19,418 | 510,584,813 |
17* | To authorise the Company to make market purchases of its ordinary shares pursuant to the tender offer buy back | 502,905,215 | 98.49% | 7,684,440 | 1.51% | 14,575 | 510,589,655 |
18* | To dis-apply pre-emption rights on the issue of ordinary shares | 488,755,713 | 95.72% | 21,828,435 | 4.28% | 20,083 | 510,584,148 |
19* | To dis-apply pre-emption rights on the issue of ordinary shares for a specific transaction | 486,050,168 | 95.19% | 24,533,979 | 4.81% | 20,083 | 510,584,147 |
20*,1 | To amend the Articles as set out in the notice of meeting | 582,179,128 | 99.99% | 12,912 | 0.01% | 25,931 | 582,192,040 |
21*,2 | To amend the Articles as set out in the notice of meeting | 847,948,540 | 100.00% | 4,205 | 0.00% | 21,746 | 847,952,745 |
22* | To change the name of the Company | 510,577,878 | 100.00% | 1,931 | 0.00% | 24,422 | 510,579,809 |
VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHAREHOLDER
As the Company has a controlling shareholder, Invesco Asset Management Limited (as agent for and on behalf of its discretionary managed clients), as defined in the Financial Conduct Authority's Listing Rules, each resolution to elect an independent director (resolutions 8, 9 and 10) has under Listing Rule 9.2.2E been approved by a majority of the votes cast by:
· the shareholders of the Company as a whole; and
· the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder as shown in the table below.
Resolution | For (see note 1) | Against (see note 1) | Number of votes withheld (see note 2) | Total votes cast | |||
Number of votes | % | Number of votes | % | ||||
8 | To re-appoint Christopher Sherwell | 194,253,337 | 65.09% | 104,204,342 | 34.91% | 14,575 | 298,457,679 |
9 | To re-appoint Stephen Coe | 255,853,612 | 85.73% | 42,604,066 | 14.27% | 14,575 | 298,457,678 |
10 | To re-appoint David Moore | 253,194,671 | 84.83% | 45,263,007 | 15.17% | 14,575 | 298,457,678 |
*Special Resolution
1The results set out above in relation to resolution 20 include votes cast by the holders of Preference Shares who were eligible to vote on such resolution.
2 The results set out above in relation to resolution 21 include votes cast by the holders of Convertible Preference Shares who eligible to vote on such resolution.
Notes:
1. 'Votes For' includes those giving the Chairman discretion and votes 'For' and 'Against' are expressed as a percentage of votes received.
2. A 'Vote Withheld' is not a vote in law and is not counted in the calculation of the votes 'For' and 'Against' a resolution.
3. The total number of Ordinary Shares in issue at 6.00 p.m. on 29 May 2018 was 668,291,483, each carrying one vote on a poll.
4. The total number of Preference Shares in issue at 6.00 p.m. on 29 May 2018 was 99,299,603, each carrying one vote on a poll in respect of resolution 20 only.
5. The total number of Convertible Preference Shares in issue at 6.00 p.m. on 29 May 2018 was 198,189,014. If all of such Convertible Preference Shares had been converted to Ordinary Shares on 25 May 2018 at the applicable conversion rate of 1.759 Ordinary Shares for each Convertible Preference Share, the total number of Ordinary Shares in issue at 6.00 p.m. on 29 May 2018 would have been 1,016,905,958, each carrying one vote on a poll in respect of resolution 21 only.
Preference Shares Class Meeting Poll Results
Resolution | For (see note 1) | Against (see note 1) | Number of votes withheld (see note 2) | Total votes cast | |||
Number of votes | % | Number of votes | % | ||||
1* | To approve the variation of rights attaching to the Preference Shares as set out in the notice of meeting | 67,102,645 | 99.96% | 30,073 | 0.04% | 5,094 | 67,132,718 |
*Special Resolution
Notes:
1. 'Votes For' includes those giving the Chairman discretion and votes 'For' and 'Against' are expressed as a percentage of votes received.
2. A 'Vote Withheld' is not a vote in law and is not counted in the calculation of the votes 'For' and 'Against' a resolution.
3. The total number of Preference Shares in issue at 6.00 p.m. on 29 May 2018 was 99,299,603, each carrying one vote on a poll.
Convertible Preference Share Class Meeting Poll Results
Resolution | For (see note 1) | Against (see note 1) | Number of votes withheld (see note 2) | Total votes cast | |||
Number of votes | % | Number of votes | % | ||||
1* | To approve the variation of rights attaching to the Convertible Preference Shares as set out in the notice of meeting | 186,068,489 | 0.00% | 0.00% | 0 | 186,068,489 | |
*Special Resolution
Notes:
1. 'Votes For' includes those giving the Chairman discretion and votes 'For' and 'Against' are expressed as a percentage of votes received.
2. A 'Vote Withheld' is not a vote in law and is not counted in the calculation of the votes 'For' and 'Against' a resolution.
3. The total number of Convertible Preference Shares in issue at 6.00 p.m. on 29 May 2018 was 198,189,014, each carrying one vote on a poll.
Results of the Tender Offer and change to conversion factor
Further to the announcement by the Company on 27 April 2018 containing details of the Tender Offer, Raven Russia notes that 7,719,325 Warrants were validly exercised prior to the Record Date, and the maximum number of Ordinary Shares subject to the Tender Offer has therefore increased from 38,857,185 to 39,311,181.
In connection with the Tender Offer, Raven Russia confirms that a total of 296,578,365 Ordinary Shares have been tendered. Tenders for up to and including the Tender Offer Entitlement of 1 Ordinary Share for every 17 Ordinary Shares at 52 pence per share will be met in full. Tenders received for surplus Ordinary Shares will be met at the rate of 0.05735611 Ordinary Shares for each surplus Ordinary Share tendered over and above the Tender Offer entitlement of 1 for 17, rounded down to the nearest whole Ordinary Share.
A total of 39,311,181 Ordinary Shares have been purchased by the Company pursuant to the Tender Offer, resulting in approximately £20.4 million being paid by the Company to its Shareholders. Cheques will be dispatched for certificated Ordinary Shares and payment will be made through CREST for uncertificated Ordinary Shares pursuant to the Tender Offer by 8 June 2018.
The announcement made by the Company on 27 April 2018 containing details of the Tender Offer and the Tender Offer Circular contained a statement it was intended that the Ordinary Shares purchased under the Tender Offer would be cancelled and not available for re-issue. The Company has now determined that a total of 8,000,000 of the Ordinary Shares to be purchased today by the Company pursuant to the Tender Offer should be held in treasury (to assist with any liquidity requirements associated with the potential secondary listings of the Ordinary Shares on the Johannesburg and Moscow stock exchanges), with the balance of 31,311,181 Ordinary Shares to be cancelled and not available for re-issue. The Company will update the market further regarding such potential secondary listings as they progress.
Following the purchase of 39,311,181 Ordinary Shares pursuant to the Tender Offer and the cancellation of 31,311,181 Ordinary Shares, a total of 8,000,000 Ordinary Shares will be held in treasury and the Company will have 629,037,302 Ordinary Shares in issue (excluding the shares held in treasury).
Following the Tender Offer and in accordance with the Articles the conversion factor of the Convertible Preference Shares (ISIN: GG00BYVFCC74) has been adjusted to 1.655.
Change of Name
Following the passing of resolution 22 at the Annual General Meeting today an application will be made to the Guernsey Registry for the Company's name to be changed to Raven Property Group Limited. Once the change of name has become effective, a further announcement will be made. Following the change of name becoming effective the Company's securities will trade under its new name Raven Property Group Limited and the Company's London Stock Exchange Tradeable Instrument Display Mnemonics for each of the Company's securities will change as follows:
Security | ISIN | Old Ticker | New Ticker |
Ordinary Shares of 1p each | GB00B0D5V538 | RUS | RAV |
Convertible Preference Shares of no par value | GG00BYVFCC74 | RUSC | RAVC |
Preference Shares of 1p each | GG00B55K7B92 | RUSP | RAVP |
Warrants to subscribe for ordinary shares | GG00B55K7758 | RUSW | RAVW |
In accordance with Listing Rule 9.6.2R, copies of resolutions 14 to 22 passed at today's Annual General Meeting and copies of the resolutions passed at today's class meetings will be submitted to the National Storage Mechanism and will shortly be available for viewing online at:http://www.morningstar.co.uk/uk/nsm.
Enquiries
Raven Russia Limited Tel: + 44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications Tel: +44 (0) 203 151 7008
Tim Robertson
Toby Andrews
N+1 Singer Tel: +44 (0) 20 7496 3000
Corporate Finance - James Maxwell / Liz Yong
Sales - Alan Geeves / James Waterlow
Numis Securities Limited Tel: + 44 (0) 207 260 1000
Alex Ham / Jamie Loughborough / Alasdair AbramRavenscroft Tel: + 44 (0) 1481 729100
Jade Cook
About Raven Russia
Raven Russia was founded in 2005 to invest in class A warehouse complexes in Russia and lease to Russian and International tenants. Its Ordinary Shares, Preference Shares and Warrants are listed on the Main Market of the London Stock Exchange and admitted to the Official List of the UK Listing Authority and the Official List of The International Stock Exchange ('TISE'). Its Convertible Preference Shares are admitted to the Official List of TISE and to trading on the SETSqx market of the London Stock Exchange. The Group operates out of offices in Guernsey, Moscow and Cyprus and has an investment portfolio of circa 1.8 million square metres of Grade 'A' warehouses in Moscow, St Petersburg, Rostov-on-Don and Novosibirsk and 49,000 square metres of commercial office space in St Petersburg. For further information visit the Company's website:www.ravenrussia.com
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Raven Russia Ltd. published this content on 31 May 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 31 May 2018 16:52:08 UTC
