OSB GROUP PLC Result Of General Meeting
January 28 2021 - 8:50AM
UK Regulatory
TIDMOSB
LEI: 213800ZBKL9BHSL2K459
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN,
INTO OR FROM ANY RESTRICTED JURISDICTIONS OR JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
CAPITALISED TERMS DEFINED IN THE CIRCULAR HAVE THE SAME MEANING WHEN
USED IN THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED IN THIS
ANNOUNCEMENT.
FOR IMMEDIATE RELEASE
28 January 2021
Proposed Capital Reduction
Results of voting at the General Meeting
On 11 January 2021, OSB GROUP PLC ("OSB Group" or the "Company")
published a circular (the "Circular") relating to the proposed reduction
of the nominal value of OSB Group Shares from three hundred and four
(304) pence each to one (1) penny each (the "Capital Reduction").
OSB Group is pleased to announce that, at the general meeting held
earlier today, the special resolution to approve the Capital reduction
(as set out in the notice of General Meeting included in the Circular)
was passed by the requisite majority of shareholders by way of poll and,
accordingly, the Capital Reduction was approved.
The table below sets out the results of the poll at the General Meeting.
% of
% of Total issued
Special Total votes votes votes % of votes Total votes share Votes
Resolution FOR FOR AGAINST AGAINST cast capital withheld
--------------- ----------- ------- -------- ---------- ----------- -------- ---------
To approve
the Capital
1 Reduction 366,409,500 100.00% 5,198 0.00% 366,414,698 81.91% 9,775
------------ ----------- ------- -------- ---------- ----------- -------- ---------
NOTES:
1. 'Total votes FOR' include votes recorded as at the discretion of the
appointed proxy.
2. The 'Vote withheld' option was provided to enable shareholders to
refrain from voting on any particular resolution. A vote withheld is not
a vote in law and has not been counted in the calculation of the
proportion of the vote 'FOR' and 'AGAINST' a resolution.
3. As at 28 January 2021, the issued share capital of the Company was
447,312,780 ordinary shares.
4. The full text of the resolution is detailed in the Notice of General
Meeting contained in the Circular, which is available on the Company's
website:
https://www.globenewswire.com/Tracker?data=1BHO4dp6xFaVAFqIMYp54s62pYGhLybJhqYvlI5pRW6PhyIG4lseaCZOdVBramJ1pZ_1AlCVFZto3xRAHOMRRnRztT9hsNIQgGDyVLwFP20=
www.osb.co.uk/investors/.
Timetable
Implementation of the Capital Reduction remains subject to the
satisfaction of certain conditions which are set out in Part II (Letter
from the Chairman) of the Circular. These include the confirmation of
the Capital Reduction by the High Court at a hearing which is expected
to take place on 23 February 2021.
On the present timetable, which is subject to change and dependent on
the Court's timetable, the Capital Reduction is expected to take effect
on 2 March 2021.
Copies of the special resolution passed at the General Meeting will be
submitted to the UK Listing Authority, and will shortly be available for
inspection at the UK Listing Authority's National Storage Mechanism
which is located at
https://www.globenewswire.com/Tracker?data=dh7ZHRFOXL7AuxqnH_Hp-WGZu_pE9o_G9PT9jKIjcy1mNNbQEAGkL_iGGRpz60aHze8_3CSC5r5kjyyJb2goYgM44atETdUj-fR_muqmg6M5mxkfgWpYHPaauAjfNu972vmBTTyEm8C3A6XjX9xLxXdTERvpRX_eIb7qqpIATx26AD4S26a1thuJWCiZ1Bhj
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries
For further information, please contact the following.
OSB GROUP PLC
Alastair Pate, Group Head of Investor Relations Tel: +44 (0)
16 3483 8973
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Announcement relate to the future. In some
cases, these forward-looking statements can be identified by the use of
forward-looking terminology, including the terms 'intend', 'aim',
'project', 'anticipate', 'estimate', 'plan', 'believe', 'expect', 'may',
'should', 'will', 'continue' or other similar words. These statements
discuss future expectations concerning the Group's results of operations
or financial condition, or provide other forward-looking statements.
Other than as required by law, none of OSB Group, its officers, advisers
or any other person gives any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually occur, in
part or in whole.
Additionally, statements of the intentions of the Board and/or Directors
reflect the present intentions of the Board and/or Directors,
respectively, as at the date of this Announcement and may be subject to
change as the composition of the Board alters, or as circumstances
require. Except as required by law, OSB Group disclaims any obligation
or undertaking to update or revise any forward-looking statement in this
Announcement.
The forward-looking statements speak only as at the date of this
Announcement. To the extent required by applicable law or regulation
(including as may be required by the Companies Act, Listing Rules, MAR,
Disclosure Guidance and Transparency Rules and FSMA), OSB Group will
update or revise the information in this Announcement. Otherwise, OSB
Group expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained in this Announcement to reflect any change in expectations
with regard thereto or any change in events, conditions or circumstances
on which any such statement is based.
No forecasts or estimates
Nothing in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share or dividend per
share for OSB Group for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share or dividend per share for OSB Group.
Further information
This Announcement is for information purposes only and is not intended
to and does not constitute or form part of any offer to sell or
subscribe for or any invitation to purchase or subscribe for or
otherwise acquire or dispose of any securities or the solicitation of
any vote or approval in any jurisdiction, nor will there be any sale,
issuance or transfer of securities in any jurisdiction in contravention
of applicable law. The Capital Reduction will be implemented solely
pursuant to the terms of the Circular setting out the particulars of the
proposed Capital Reduction and with or subject to any modification,
addition or condition approved or imposed by the Court and agreed by OSB
Group, which, together with the Forms of Proxy that will accompany the
Circular, contain the full terms and conditions of the Capital Reduction,
including details of how to vote in respect of the Capital Reduction.
Any vote in respect of the Resolution to be proposed at the General
Meeting to approve the Capital Reduction should be made only on the
basis of the information contained in the Circular.
OSB Group has prepared the Circular to be distributed to Shareholders.
OSB Group urges Shareholders to read the Circular carefully because it
contains important information in relation to the Capital Reduction.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
(END) Dow Jones Newswires
January 28, 2021 08:50 ET (13:50 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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