BBA Aviation PLC Results of General Meeting (8286B)

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

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October 09, 2015 07:18 ET (11:18 GMT)