Better Capital PCC Limited Results of Extraordinary General Meetings (2389R)

TIDMBCAP TIDMBC12

RNS Number : 2389R

Better Capital PCC Limited

07 December 2016

7 December 2016

Better Capital PCC Limited

(the "Company")

Results of Extraordinary General Meetings

The Company is pleased to announce that each resolution was duly passed without amendment at the extraordinary general meeting of the holders of the 2009 Shares, the extraordinary general meeting of the holders of the 2012 Shares and the extraordinary general meeting of all shareholders, each extraordinary general meeting being held on 7 December 2016.

The proxy votes received by the Company prior to the extraordinary general meetings were as follows:

Extraordinary General Meeting of the holders of the 2009 Shares

 
 Resolution                     Votes for        Votes against    Votes 
                                (including                         withheld* 
                              discretionary) 
-------------------------  ------------------  ----------------  ----------- 
                                 Number     %       Number    % 
-------------------------  ------------  ----  -----------  ---  ----------- 
 1. Conversion of 
  each of the 2009 
  Shares into redeemable 
  shares                    170,745,627   100            0    0            0 
-------------------------  ------------  ----  -----------  ---  ----------- 
 2. Adoption of Amended 
  and Restated Articles 
  of Incorporation          170,745,627   100            0    0            0 
-------------------------  ------------  ----  -----------  ---  ----------- 
 

Extraordinary General Meeting of the holders of the 2012 Shares

 
 Resolution                       Votes for        Votes against    Votes 
                                  (including                         withheld* 
                                discretionary) 
---------------------------  ------------------  ----------------  ----------- 
                                   Number     %       Number    % 
---------------------------  ------------  ----  -----------  ---  ----------- 
 1. Authorisation 
  of the Buyback Proposal, 
  as defined in the 
  circular to shareholders 
  dated 25 November 
  2016                        176,905,566   100            0    0   95,712,137 
---------------------------  ------------  ----  -----------  ---  ----------- 
 

Extraordinary General Meeting of all shareholders

 
 Resolution                        Votes for         Votes against**    Votes 
                                   (including                            withheld* 
                                discretionary)** 
---------------------------  --------------------  ------------------  ------------ 
                                     Number     %         Number    % 
---------------------------  --------------  ----  -------------  ---  ------------ 
 1. Conversion of 
  each of the 2009 
  Shares into redeemable 
  shares                        454,753,863   100              0    0             0 
---------------------------  --------------  ----  -------------  ---  ------------ 
 2. Authorisation 
  of the Buyback Proposal, 
  as defined in the 
  circular to shareholders 
  dated 25 November 
  2016                          335,584,927   100              0    0   119,168,936 
---------------------------  --------------  ----  -------------  ---  ------------ 
 3. Amendments to 
  the Memorandum of 
  Incorporation                 454,753,863   100              0    0             0 
---------------------------  --------------  ----  -------------  ---  ------------ 
 4. Adoption of Amended 
  and Restated Articles 
  of Incorporation              454,753,863   100              0    0             0 
---------------------------  --------------  ----  -------------  ---  ------------ 
 

* A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the relevant resolution. In accordance with the Listing Rules and, as stated in the Circular dated 25 November 2016, Jon Moulton and BECAP12 Fund LP have not voted on the resolution to approve the Buyback Proposal (as defined in the Circular) and accordingly, their votes are recorded as withheld.

** The number of proxy votes in relation to general meetings of all shareholders of the Company has been calculated in accordance with the Company's articles of incorporation. The Company's articles of incorporation provide that at any general meeting of all shareholders of the Company:

1. each holder of 2009 Shares who is present in person shall have one vote and on a poll the vote shall be weighted where a vote cast in relation to each 2009 Share shall count as 1.1096 towards the total number of votes cast; and

2. each holder of 2012 Shares who is present in person shall have one vote and on a poll the vote shall be weighted where a vote cast in relation to each 2012 Share shall count as 0.9770 towards the total number of votes cast.

The full text of all the resolutions can be found in the Notices of Extraordinary General Meetings which is available for viewing at the National Storage Mechanism (http://www.morningstar.co.uk/uk/NSM) and from the Company's website (http://www.bettercapital.gg).

 
  Enquiries: 
 Better Capital PCC Limited 
  Laurence McNairn (Administrator    [phone] 
  and Company Secretary)              000 
 Powerscourt                         [phone] 
  Justin Griffiths                    1446 
 Numis Securities                    [phone] 
  Nathan Brown                        1426 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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December 07, 2016 11:00 ET (16:00 GMT)