TIDMSHI
RNS Number : 5862S
SIG PLC
09 July 2020
9 July 2020
SIG plc
( " SIG " or the " Company " )
Results of General Meeting
SIG is pleased to announce that, at the General Meeting of the
Company held at 11 a.m. today, the Resolutions (as set out in the
Notice of General Meeting found at the end of the combined circular
and prospectus published on 19 June 2020 (the "Prospectus") were
duly passed on a poll. The number of votes cast for and against
each of the Resolutions, and the number of votes withheld, are
detailed below:
Resolution Votes for % of Votes against % of Total votes Total votes Votes withheld
votes votes cast cast as
cast cast a % of total
voting rights
1 328,756,765 91.35 31,134,818 8.65 359,891,583 60.84% 136,669
------------ ------- -------------- ------- ------------ --------------- ---------------
2 356,671,363 99.11 3,205,607 0.89 359,876,970 60.84% 151,283
------------ ------- -------------- ------- ------------ --------------- ---------------
3 328,729,478 91.35 31,147,221 8.65 359,876,699 60.84% 151,553
------------ ------- -------------- ------- ------------ --------------- ---------------
4 244,439,500 89.73 27,988,003 10.27 272,427,503 46.05% 87,600,749
------------ ------- -------------- ------- ------------ --------------- ---------------
5 201,171,771 55.93 158,536,641 44.07 359,708,412 60.81% 167,644
------------ ------- -------------- ------- ------------ --------------- ---------------
Notes:
1. As at the date of the General Meeting, the total number of
shares with voting rights in the Company was 591,556,982.
2. A "vote withheld" is not a vote in law and cannot be counted
in the calculation of the percentage of votes for and against a
resolution.
3. Resolution 4, which relates to a related party transaction
involving IKO Enterprises Limited ("IKO"), was passed with IKO not
voting on the resolution and without counting any votes attaching
to the shares managed by IKO.
All resolutions were duly passed, and we would like to take this
opportunity to thank our shareholders for their ongoing
support.
Resolutions 1, 2, 4, and 5 were passed as ordinary resolutions
and resolution 3 was passed as a special resolution.
In relation to resolution 5, the Board welcomes the majority
support for the one-off payment of GBP375,000 to the CEO of the
Company outside the terms of the Directors' Remuneration Policy but
acknowledges that a significant number of votes were cast opposing
the resolution. The Board intends to consult with shareholders on
amendments to the Directors' Remuneration Policy, including with
respect to long term incentive plan arrangements, over the coming
months and will include consultation on resolution 5 with relevant
shareholders as part of this process. The Board expects to provide
an update on the Company's website on this consultation process and
any actions taken or proposed to be taken within six months of
today's date in accordance with the UK Corporate Governance Code
2018.
In accordance with Listing Rule 9.6.2R, a copy of the
Resolutions will be submitted to the National Storage Mechanism,
where it will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . In
addition, a copy of the Resolutions will also be filed with
Companies House. The results of the General Meeting held on 9 July
2020 will also be available to view on the Company's website at
www.sigplc.com.
The passing of Resolutions 1, 2, 3 and 4 will enable the Company
to proceed with the Capital Raise. The Capital Raise remains
conditional upon, among other things:
(i) Admission becoming effective by not later than 8.00 a.m. on
10 July 2020 (or such later time and/or date as the Company and the
Joint Bookrunners may agree, not being later than 8:00 a.m. on 27
July 2020); and
(ii) each of the CD&R Subscription Agreement and the
Sponsors and Placing Agreement otherwise becoming unconditional in
all respects and not having been terminated before Admission.
Applications have been made for the admission of 589,999,995 New
Ordinary Shares to the premium listing segment of the Official List
of the Financial Conduct Authority ("FCA") and to trading on the
London Stock Exchange's Main Market for listed securities. It is
expected that Admission will become effective and that dealings in
the New Ordinary Shares will commence at 8.00 a.m. on 10 July
2019.
The New Ordinary Shares when issued will rank, from Admission,
pari passu in all respects with the Existing Ordinary Shares and
will have the right to receive all dividends and distributions
declared in respect of Ordinary Shares of the Company after
Admission.
The total issued share capital of SIG following Admission will
be 1,181,556,977 Ordinary Shares and the total number of voting
rights of the Company will be 1,181,556,977 and this figure may be
used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
Unless otherwise defined, the terms used in this announcement
shall have the same meaning as set out in the Prospectus.
LEI: 213800VDC1BKJEZ8PV53
Important Notice: This announcement contains inside information
for the purposes of Article 7 of Regulation (EU) No 596/2014. The
person responsible for arranging the release of this announcement
on behalf of the Company is Kulbinder Dosanjh.
Enquiries
SIG plc
Andrew Allner, Chairman +44 (0) 114 285 6300
Steve Francis, Chief Executive Officer +44 (0) 114 285 6300
Ian Ashton, Chief Financial Officer +44 (0) 114 285 6300
Lazard - Lead Financial Adviser
Cyrus Kapadia / Vasco Litchfield / Nick Fowler +44 (0) 20 7187
2000
Jefferies International Limited - Financial Adviser, Joint
Sponsor & Joint Broker
Ed Matthews / Philip Noblet / Lee Morton / Will Soutar +44 (0) 20 7029 8000
Peel Hunt LLP - Financial Adviser, Joint Sponsor & Joint
Broker
Charles Batten / Nicholas How / Sam Cann +44 (0) 20 7418
8900
FTI Consulting
Richard Mountain / Susanne Yule +44 ( 0) 20 3727 1340
Important notices
Lazard & Co., Limited (Lazard) and each of Jefferies
International Limited (Jefferies) and Peel Hunt LLP (Peel Hunt)
(together, in the case only of Jefferies and Peel Hunt, the Joint
Bookrunners), which are each authorised and regulated in the UK by
the FCA, are each acting exclusively for SIG plc and no one else in
connection with the contents of this announcement, the Capital
Raise or any other matters referred to in this announcement and
will not regard any other person as a client in relation to the
Capital Raise or any other matters referred to in this announcement
and will not be responsible to anyone for providing the protections
afforded to their clients nor for giving advice to any other person
in relation to the contents of this announcement, the Capital Raise
or any other matter or arrangement referred to in this
announcement. Neither Lazard nor the Joint Bookrunners are
responsible for the contents of this announcement.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by either
Joint Bookrunner, Lazard or by any of their respective affiliates,
directors, employees, advisers or agents as to, or in relation to,
the accuracy or completeness of this announcement or any other
written or oral information made available to any interested party
or its advisers, and any liability therefore is expressly
disclaimed.
Neither this announcement nor any copy of it nor the information
contained in it and any related materials is for publication,
distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its
territories and possessions, any State of the United States and the
District of Columbia) (subject to certain restrictions), Australia,
its territories and possessions, Canada, Japan, South Africa,
Malaysia, New Zealand or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such
jurisdiction. The distribution of this announcement and the
offering of the New Ordinary Shares may be restricted by law in
certain jurisdictions.
The New Ordinary Shares to be issued or sold pursuant to the
Firm Placing and Placing and Open Offer will not be admitted to
trading on any stock exchange other than the London Stock
Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments , as amended (MiFID II); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the MiFID
II Product Governance Requirements), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the New Ordinary Shares to be issued in the Capital Raise have been
subject to a product approval process, which has determined that
the New Ordinary Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the Target
Market Assessment). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the New Ordinary Shares
may decline and investors could lose all or part of their
investment; the New Ordinary Shares to be issued in the Capital
Raise provide no guaranteed income and no capital protection; and
an investment in the New Ordinary Shares to be issued in the
Capital Raise is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Capital Raise .
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Jefferies and Peel Hunt will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to, the New Ordinary
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Unless the context otherwise requires, all references to time
are to London time.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROMFLFVSDFIAIII
(END) Dow Jones Newswires
July 09, 2020 10:34 ET (14:34 GMT)
Sig (LSE:SHI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Sig (LSE:SHI)
Historical Stock Chart
From Jul 2023 to Jul 2024