Menzies(John) PLC Results of General Meetings (5866Y)
August 22 2018 - 7:22AM
UK Regulatory
TIDMMNZS
RNS Number : 5866Y
Menzies(John) PLC
22 August 2018
22 August 2018
John Menzies plc
("Menzies" or the "Company")
Results of General Meetings
Further to the announcement by the Company on 26 July 2018
regarding the creation of a pure play aviation services group, the
Board of Menzies is pleased to announce that the resolutions
proposed at: (i) the General Meeting of Shareholders seeking
approval of the disposal of Menzies Distribution Limited to
investment funds managed by Endless LLP (the "Disposal"), the new
Directors' Remuneration Policy and the adoption of the John Menzies
plc Value Creation Plan, as described in the Company's circular
dated 30 July 2018 (the "Circular"); and (ii) the General Meeting
of Preference Shareholders seeking separate approval for the
Disposal, each held on 22 August 2018, were duly passed by the
relevant Shareholders. Full details of the poll result are set out
below.
Words and phrases used, but not defined, in this announcement
shall have the same meaning as in the Circular.
RESOLUTION *VOTES FOR %AGE VOTES AGAINST %AGE VOTES TOTAL **%AGE OF ISC ***VOTES WITHHELD
VOTED
Shareholders
--------------------------------------------------------------------------------------------------
1. Approve the
proposed
disposal by the
Company of the
entire issued
share capital of
Menzies
Distribution
Limited to
investment funds
managed by
Endless LLP**** 55,855,898 97.36 1,515,075 2.64 57,370,973 67.54 6,887
----------- ------- -------------- ------ ------------ ------------------ ------------------
2. Approve the
proposed new
Directors'
Remuneration
Policy 43,372,005 76.80 13,099,043 23.20 56,471,048 67.59 17,559
----------- ------- -------------- ------ ------------ ------------------ ------------------
3. Approve the
rules of the
John Menzies plc
Value Creation
Plan and
authorise the
Board to
adopt further
schemes for the
benefit of
employees,
outside the UK,
based on the VCP 43,454,828 76.94 13,021,625 23.06 56,476,453 67.60 12,154
----------- ------- -------------- ------ ------------ ------------------ ------------------
Preference
Shareholders
--------------------------------------------------------------------------------------------------
1. Approve the
proposed
disposal by the
Company of the
entire issued
share capital of
Menzies
Distribution
Limited to
investment funds
managed by
Endless LLP 945,723 100.00 29 0.00 945,752 67.82% 0
----------- ------- -------------- ------ ------------ ------------------ ------------------
*The votes of any proxy giving the Chairman discretion how to
vote have been included in the votes For a resolution.
**The total number of ordinary shares and preference shares in
issue (excluding treasury shares) and eligible to be voted on at
the General Meeting of Shareholders on resolution 1 was 84,940,718.
The total number of ordinary shares in issue (excluding treasury
shares) and eligible to be voted on at the General Meeting of
Shareholders on resolutions 2 & 3 was 83,546,131. The total
number of preference shares in issue (excluding treasury shares)
and eligible to be voted on at the General Meeting of Preference
Shareholders was 1,394,587. The Company notes that a significant
number of votes were cast against resolutions 2 and 3 and will
undertake a detailed review of any feedback received on these
resolutions to ensure it fully understands the reasons behind the
voting results.
***A vote withheld is not a vote in law and is not counted in
the calculation of percentage of votes For or Against a
resolution.
****In accordance with the Company's articles of association,
both Ordinary Shareholders and Preference Shareholders are entitled
to vote on the resolution to approve the Disposal at the General
Meeting of Shareholders (in addition to the separate resolution to
approve the Disposal at the General Meeting of Preference
Shareholders). Preference Shareholders were not entitled to vote on
any other resolution proposed at the General Meeting of
Shareholders
In accordance with Listing Rule 9.6.2R, a copy of all
resolutions, other than resolutions concerning ordinary business,
will be submitted to the National Storage Mechanism and will
shortly be available for inspection at
www.morningstar.co.uk/uk/NSM
Contacts:
John Menzies plc T: 0131 459 8018
Giles Wilson, Chief Financial Officer
John Geddes, Group Company Secretary & Corporate Affairs Director
Rothschild & Co (Financial Adviser and T: 020 7280 5000
Sponsor to Menzies)
Neil Thwaites, Sabina Pennings
Numis Securities (Joint Broker to Menzies) T: 020 7260 1000
Christopher Wilkinson, Michael Burke
Shore Capital (Joint Broker to Menzies) T: 020 7408 4090
Mark Percy, Toby Gibbs
FTI Consulting T: 020 3727 1000
Jonathon Brill, Alex Beagley
Important notice
N M Rothschild & Sons Limited ("Rothschild & Co"), which
is authorised and regulated by the Financial Conduct Authority
("FCA") in the United Kingdom, is acting as sponsor and financial
adviser to Menzies in connection with the Transaction referred to
in this announcement. Rothschild & Co is acting exclusively for
Menzies and no one else in connection with the Transaction and save
for any responsibilities and liabilities, if any, which may be
imposed on Rothschild & Co, in its capacity as sponsor by the
Financial Services and Markets Act 2000, as amended, Rothschild
& Co will not be responsible to anyone other than Menzies for
providing the protections afforded to clients of Rothschild &
Co or for providing advice in relation to the Transaction or the
contents of this announcement or any transaction, arrangement or
matter referred to herein.
Numis Securities Limited ("Numis Securities") is authorised and
regulated by the FCA in the United Kingdom, is acting solely for
Menzies and nobody else in relation to the Transaction and will not
be responsible to anyone other than Menzies for providing the
protections afforded to its clients nor for providing advice in
relation to the Transaction or any other matter referred to in
this.
Shore Capital Stockbrokers Limited ("Shore Capital") is
authorised and regulated by the FCA in the United Kingdom, is
acting solely for Menzies and nobody else in relation to the
Transaction and will not be responsible to anyone other than
Menzies for providing the protections afforded to its clients nor
for providing advice in relation to the Transaction or any other
matter referred to in this.
This announcement has been issued by and is the responsibility
of John Menzies plc.
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END
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