Mouchel Group plc Results of GM and Update on Restructuring (7670K)

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RNS Number : 7670K

Mouchel Group plc

24 August 2012

Mouchel Group Plc

Results of General Meeting and Update on Restructuring, 24 August 2012

Mouchel Group plc ("Mouchel" or the "Company"), the infrastructure and business services group, announces that shareholders at the General Meeting ("GM") held this morning have not approved the terms of the proposed restructuring plan (the "Restructuring") that was announced on 1 August 2012. As was indicated in the circular sent to shareholders at that time, the Board will now seek to implement an alternative plan (the "Alternative Plan")to achieve a restructuring of the Company's capital structure.

The Company is in constructive discussions with its lenders, pension trustees and the Pensions Regulator and hopes shortly to finalise the terms of that Alternative Plan. The Company expects to announce further details in respect of the implementation of the Alternative Plan shortly.

Once the terms of that Alternative Plan have been finalised, the Board intends to apply to the High Court for the appointment of administrators to the Company. This is the first step of the Alternative Plan, which involves an alternative mechanism to implement the commercial principles of the Restructuring and which will safeguard the businesses within the Mouchel group, as well as protect the interests of the group's employees, customers and suppliers.

The Board expects that the administrators will be appointed immediately following the application to the High Court for their appointment and that, following their appointment, the administrators will immediately sell the Company's assets (including all the Mouchel group companies) to a newly incorporated company. It is expected that following completion of the Alternative Plan, this newly incorporated company will be owned by affiliates of the Company's existing lenders (RBS, Lloyds Banking Group and Barclays) and management.

It is not intended that any company in the group, other than the Company itself, will enter in any form of insolvency process which means that no employees, customers or suppliers are expected to be materially affected and all of Mouchel's trading subsidiaries will continue to trade as usual. Shareholders will not receive any value for their shareholding from the Alternative Plan.

In the interim, the Board has requested that the UK Listing Authority suspend the listing of the Company's ordinary shares on the Main Market of the London Stock Exchange, with immediate effect. It is expected that, once appointed, the administrators, on behalf of the Company, will request the UK Listing Authority to cancel the Company's ordinary shares from admission to the Official List of the UK Listing Authority.

Each of the inter-conditional resolutions considered at the GM was voted on by way of a poll, and the results are set out in the table below. Each shareholder, present in person or by proxy was entitled to one vote per share held in respect of the resolutions, other than resolutions 4 and 7, in respect of which each independent shareholder, present in person or by proxy, was entitled to one vote per share held.

 
                                         Votes in favour          Votes against      Total votes cast  Votes withheld* 
------------------------------------  ----------------------  ---------------------  ----------------  --------------- 
Resolution                              Number    % of vote*   Number    % of vote*       Number           Number 
------------------------------------  ----------  ----------  ---------  ----------  ----------------  --------------- 
Resolution 1 - 
 Delisting                            15,150,601  68.87       6,846,775  31.13       21,997,376        125,216 
------------------------------------  ----------  ----------  ---------  ----------  ----------------  --------------- 
Resolution 2 - 
 Special Dividend                     15,299,134  71.85       5,994,054  28.15       21,293,188        829,134 
------------------------------------  ----------  ----------  ---------  ----------  ----------------  --------------- 
Resolution 3 - 
 Deferral of the Ordinary Shares      15,057,423  70.79       6,213,782  29.21       21,271,205        851,117 
------------------------------------  ----------  ----------  ---------  ----------  ----------------  --------------- 
Resolution 4 - 
 Rule 9 Waiver                        15,075,621  70.79       6,220,513  29.21       21,296,134        826,188 
------------------------------------  ----------  ----------  ---------  ----------  ----------------  --------------- 
Resolution 5 - 
 Authority to allot shares            15,004,886  70.53       6,268,634  29.47       21,273,520        848,802 
------------------------------------  ----------  ----------  ---------  ----------  ----------------  --------------- 
Resolution 6 - 
 Authority to disapply pre-emption 
 rights                               14,978,900  70.41       6,293,980  29.59       21,272,880        849,442 
------------------------------------  ----------  ----------  ---------  ----------  ----------------  --------------- 
Resolution 7 - 
 Approval of the 2012 MIP             14,886,206  69.87       6,417,911  30.13       21,304,117        818,205 
------------------------------------  ----------  ----------  ---------  ----------  ----------------  --------------- 
Resolution 8 - 
 New Articles                         15,073,127  70.68       6,252,891  29.32       21,326,018        796,304 
------------------------------------  ----------  ----------  ---------  ----------  ----------------  ---------------

* A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for, discretionary or against the resolution.

For further information please contact:

Mouchel Group plc

Grant Rumbles, Chief Executive

Rod Harris, Group Finance Director

01483 731731

Brunswick Group

Aideen Lee / Azhar Khan

020 7404 5959

This information is provided by RNS

The company news service from the London Stock Exchange

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