TIDMBBA
RNS Number : 8286B
BBA Aviation PLC
09 October 2015
9 October 2015
BBA Aviation plc - Results of General Meeting
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA,
NEW ZEALAND, OMAN, SOUTH AFRICA, SWITZERLAND, THE UNITED ARAB
EMIRATES, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
BBA Aviation plc announces that all resolutions proposed at its
General Meeting held earlier today were duly passed by poll vote.
The results of the poll are set out below:
Resolution For % Against % Total votes Total
cast votes
withheld
----------------------------------- ----------- ----- ------- ---- ----------- ---------
Ordinary Resolutions
----------------------------------------------------------------------------------------------
To approve the acquisition
1 of Landmark Aviation 382,840,502 99.99 50,030 0.01 382,890,532 2,362,869
-------------------------------- ----------- ----- ------- ---- ----------- ---------
To grant the directors authority
2 to allot relevant securities 382,567,209 99.92 323,323 0.08 382,890,532 2,362,869
-------------------------------- ----------- ----- ------- ---- ----------- ---------
Notes:
1. Percentages are expressed as a proportion of the total votes
cast (which does not include votes withheld).
2. A vote withheld is not a vote in law and is not included in
the calculation of the votes "For" or "Against" the Resolutions nor
the calculation of the total votes cast.
3. Any proxy appointments which gave discretion to the Chairman
have been included in the "For" total.
Votes were cast in respect of approximately 81.72% of the
Company's issued share capital.
The Record Date for entitlements under the Rights Issue was the
close of business on 7 October 2015.
Qualifying Non-CREST Shareholders (subject to certain
exceptions) are expected to be sent a Provisional Allotment Letter
in connection with the Rights Issue today. Qualifying CREST
Shareholders (subject to certain exceptions) are expected to
receive a credit to their appropriate stock accounts in respect of
Nil Paid Rights to which they are entitled as soon as practicable
after 8.00 am on 12 October 2015.
Applications have been made to the UKLA for 562,281,811 New
Ordinary Shares to be admitted to the premium listing segment of
the Official List and to the London Stock Exchange for the New
Ordinary Shares to be admitted to trading on the main market for
listed securities of the London Stock Exchange. It is expected that
Admission will become effective and dealings in the 562,281,811 New
Ordinary Shares will commence, nil paid, at 8.00 am on 12 October
2015.
The latest time and date for acceptance, payment in full and
registration of renounced Provisional Allotment Letters is 11.00 am
on 26 October 2015. It is anticipated that the acquisition will
complete in early 2016, following satisfaction of the US antitrust
conditions, as described more fully in the Prospectus.
As at 7 October 2015, there were 482,172,984 ordinary shares in
issue with 13,604,808 shares held in treasury. The total number of
voting rights in BBA Aviation plc was 468,568,176.
A copy of this announcement confirming the voting figures will
be displayed shortly on the Company's website at
www.bbaaviation.com.
In accordance with Listing Rules 9.6.2R and 9.6.3R, a copy of
the resolutions passed at the General Meeting has been submitted to
the National Storage Mechanism and will shortly be available for
inspection at www.morningstar.co.uk/uk/nsm.
Capitalised terms used in this announcement have the meanings
given to them in the combined prospectus and circular dated 23
September 2015 (the "Prospectus"), which is available on the
Company's website (www.bbaaviation.com) and may be inspected at the
registered office of the Company at 105 Wigmore Street, London W1U
1QY.
IMPORTANT NOTICE
This announcement has been issued by and is the sole
responsibility of BBA Aviation plc.
This announcement is not a prospectus but an advertisement and
investors should not acquire any Nil Paid Rights, Fully Paid Rights
or New Ordinary Shares except on the basis of the information
contained in the Prospectus.
Neither the content of BBA's website nor any website accessible
by hyperlinks on BBA's website is incorporated in, or forms part
of, this announcement.
This announcement does not constitute an offer of Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares to any person with
a registered address, or who is located, in the United States or
the Restricted Territories or in any other jurisdiction in which
such an offer or solicitation is unlawful. The Nil Paid Rights, the
Fully Paid Rights, the New Ordinary Shares and the Provisional
Allotment Letters will not be registered or qualified for
distribution to the public under the securities laws of any
Restricted Territory and may not be offered, sold, taken up,
exercised, resold, renounced, delivered, distributed or otherwise
transferred, directly or indirectly, in, into or from such
jurisdictions except pursuant to an applicable exemption from, and
in compliance with, any applicable securities laws and any specific
procedures that are adopted by BBA with respect to a particular
Restricted Territory. There will be no public offer of the Nil Paid
Rights, the Fully Paid Rights or the New Ordinary Shares in any of
the Restricted Territories.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law and therefore
persons into whose possession this announcement and any
accompanying documents come should inform themselves about, and
observe, any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. In particular, subject to certain
exemptions, such documents should not be distributed in, forwarded
to or transmitted in or into the United States or any other
Restricted Territories.
None of the Nil Paid Rights, the Fully Paid Rights, the New
Ordinary Shares nor the Provisional Allotment Letters have been,
and will not be, registered under the U.S. Securities Act of 1933,
as amended (the "U.S. Securities Act"), or under any securities
laws of any state, district or other jurisdiction of the United
States. Accordingly, such securities may not be offered, sold,
taken up, exercised, resold, renounced, delivered, distributed or
otherwise transferred, directly or indirectly, in, into or from the
United States except pursuant to an applicable exemption from or in
a transaction not subject to the registration requirements of the
U.S. Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States. There will be no public offer of the securities in the
United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMPKCDKDBDDOKK
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October 09, 2015 07:18 ET (11:18 GMT)
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