Result of General Meeting

 

TIDMBRAM 
 
RNS Number : 6198B 
Brammer PLC 
29 October 2009 
 

Brammer plc 
29 October 2009 
 
 
 
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS RESTRICTED AND IS 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE 
OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW 
ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER 
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF 
SUCH JURISDICTION 
 
 
 
 
BRAMMER PLC 
 
 
RESULT OF GENERAL MEETING 
 
 
The Board of Directors of Brammer plc ("Brammer" or the "Company") announces 
that all of the resolutions (the "Resolutions") put forward at today's General 
Meeting were passed, without amendment, by the requisite majorities on a show of 
hands. 
 
The Resolutions were proposed to: (a) remove then current restriction (of 
GBP20,000,000) on the Company's ability to issue further ordinary shares; (b) 
grant authority to the Directors to allot the Rights Issue Shares, and otherwise 
up to GBP7,085,705.80; (c) disapply statutory pre-emption rights in respect of 
the allotment of the Rights Issue Shares; and (d) disapply statutory pre-emption 
rights in respect of the allotment of shares for cash otherwise than in 
connection with the Rights Issue up to GBP1,062,855.80. 
 
 
Further details of the Resolutions are set out in the notice of General Meeting 
contained in the prospectus sent to shareholders of the Company on 6 October 
2009 ("Prospectus"). 
 
 
A summary of the proxy votes received prior to the General Meeting is set out 
below, based on the 53,142,794 ordinary 20 pence shares in issue and 33,827,021 
shares in respect of which proxy votes were received. 
 
 
 
 
+------------+---------------------+-------------+--------------+--------------+ 
|            | Description         | Votes for   | Votes        | Votes        | 
|            |                     |             | against      | withheld     | 
+------------+---------------------+-------------+--------------+--------------+ 
|            |                     |             |              |              | 
+------------+---------------------+-------------+--------------+--------------+ 
| Resolution | Removal of          | 33,701,988  | 38,111       | 65,029       | 
| 1          | restriction on the  |             |              |              | 
|            | issue of further    |             |              |              | 
|            | shares              |             |              |              | 
+------------+---------------------+-------------+--------------+--------------+ 
|            |                     |             |              |              | 
+------------+---------------------+-------------+--------------+--------------+ 
| Resolution | Authority to allot  | 33,698,716  | 23,838       | 66,302       | 
| 2          | shares              |             |              |              | 
+------------+---------------------+-------------+--------------+--------------+ 
|            |                     |             |              |              | 
+------------+---------------------+-------------+--------------+--------------+ 
| Resolution | Disapplication of   | 33,685,389  | 41,052       | 67,214       | 
| 3          | pre-emption rights  |             |              |              | 
|            | for the rights      |             |              |              | 
|            | issue shares        |             |              |              | 
+------------+---------------------+-------------+--------------+--------------+ 
|            |                     |             |              |              | 
+------------+---------------------+-------------+--------------+--------------+ 
| Resolution | General             | 33,748,012  | 41,052       | 2,185        | 
| 4          | disapplication of   |             |              |              | 
|            | pre-emption rights  |             |              |              | 
+------------+---------------------+-------------+--------------+--------------+ 
 
 
Note: An abstention is not a vote in law and is not counted in the calculation 
of proportion of votes 'For' or 'Against' the Resolutions. 
 
 
The voting figures will also be displayed shortly on the Company's corporate 
website: www.brammer.biz. 
 
In accordance with paragraph 9.6.2 of the Listing Rules, copies of the 
Resolutions will shortly be available for inspection at the UK Listing 
Authority's Document Viewing Facility which is situated at the Financial 
Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. 
 
 
It is expected that Provisional Allotment Letters in respect of the Rights Issue 
Shares to be issued pursuant to the Rights Issue will be posted to Qualifying 
Non-CREST Shareholders later today. 
 
 
Qualifying Non-CREST Shareholders are advised in light of the current postal 
strike to call the Shareholder helpline (whose details are set out below) who 
will be able to provide assistance to Qualifying Non-CREST Shareholders who wish 
to take up their entitlements to the Rights Issue Shares. 
 
 
Shareholder helpline (8.30 a.m. to 5.30 p.m.): 
 
 
0871 384 2050 (from inside the UK) 
[phone] (from outside the UK) 
 
 
Calls to Equiniti Limited's 0871 384 2050 number are charged at 8 pence per 
minute from a BT landline. Other service provider's costs may vary. Calls to 
Equiniti Limited's [phone] number from outside the UK are charged at 
applicable international rates. Different charges may apply to calls made from 
mobile telephones and calls may be recorded and monitored randomly for security 
and training purposes. Equiniti Limited's shareholder helpline is unable to give 
advice on the merits of the Rights Issue or provide any financial, legal, tax or 
investment advice. 
 
 
Qualifying Non-CREST Shareholders who may be concerned that Provisional 
Allotment Letters and cheques (or banker's drafts) might not be returned in time 
using the ordinary postal system should bear in mind that these documents may be 
returned to Equiniti (the Company's registrars) by means other than ordinary 
post, including Royal Mail Special Delivery (if available) and delivery by 
courier. 
Shareholders' attention is drawn to the timetable set out below: 
 
 
+-----------------------------------------------+---------------------------+ 
| Despatch of Provisional Allotment Letter (to  |           29 October 2009 | 
| Qualifying non-CREST Shareholders only)       |                           | 
|                                               |                           | 
+-----------------------------------------------+---------------------------+ 
| Nil Paid Rights credited to stock accounts in |           30 October 2009 | 
| CREST (Qualifying CREST Shareholders only)    |                           | 
|                                               |                           | 
+-----------------------------------------------+---------------------------+ 
| Nil Paid Rights and Fully Paid Rights enabled |   8.00 a.m. on 30 October | 
| for settlement in CREST                       |                      2009 | 
|                                               |                           | 
+-----------------------------------------------+---------------------------+ 
| Admission/Dealings in Rights Issue Shares,    |   8.00 a.m. on 30 October | 
| nil paid, commence on the London Stock        |                      2009 | 
| Exchange                                      |                           | 
|                                               |                           | 
+-----------------------------------------------+---------------------------+ 
| Latest time and date for acceptance, payment  | 11.00 a.m. on 13 November | 
| in full for and registration of renounced     |                      2009 | 
| Provisional Allotment Letters                 |                           | 
|                                               |                           | 
+-----------------------------------------------+---------------------------+ 
| Dealings to commence in Rights Issue Shares,  |  8.00 a.m. on 16 November | 
| fully paid, commence on the London Stock      |                      2009 | 
| Exchange                                      |                           | 
|                                               |                           | 
+-----------------------------------------------+---------------------------+ 
| Despatch of definitive share certificates for |       By 23 November 2009 | 
| Rights Issue Shares in certificated form      |                           | 
+-----------------------------------------------+---------------------------+ 
 
 
The Company confirms that copies of the Prospectus have been submitted to the UK 
Listing Authority and will shortly be available for inspection during normal 
business hours on any weekday (public holidays excepted) at the UK Listing 
Authority's Document Viewing Facility, which is situated at: 
 
 
The Financial Services Authority 
25 The North Colonnade 
Canary Wharf 
London 
E14 5HS 
 
 
In addition, the Prospectus is available at the registered office of Brammer at 
Claverton Court, Claverton Road, Wythenshawe, Manchester M23 9NE and on the 
Company's website, www.brammer.biz. 
 
 
Unless otherwise defined in this announcement, capitalised terms shall have the 
meaning given in the Prospectus. 
 
 
For further information, please contact: 
 
+----------------------------------------------------+----------------------+ 
| Brammer plc                                        | [phone] | 
| David Dunn, Chairman                               |                      | 
| Ian Fraser, Chief Executive                        |                      | 
| Paul Thwaite, Finance Director                     |                      | 
|                                                    |                      | 
+----------------------------------------------------+----------------------+ 
| RBS Hoare Govett Limited                           | [phone] | 
| Lee Morton                                         |                      | 
| Justin Jones                                       |                      | 
| Hugo Fisher                                        |                      | 
|                                                    |                      | 
+----------------------------------------------------+----------------------+ 
| Citigate Dewe Rogerson                             | [phone] | 
| Martin Jackson                                     |                      | 
| Nicola Smith                                       |                      | 
+----------------------------------------------------+----------------------+ 
 
 
 
 
General 
 
 
This announcement (and the information contained herein) is restricted and is 
not for release, publication or distribution, directly or indirectly, in whole 
or in part, in or into or from the United States, Canada, Australia, Japan, New 
Zealand, the Republic of Ireland, the Republic of South Africa or any other 
jurisdiction where to do so would constitute a violation of the relevant laws of 
such jurisdiction. 
 
 
The release, publication or distribution of this announcement, the Prospectus 
and/or the Provisional Allotment Letter and/or the transfer of the Nil Paid 
Rights, the Fully Paid Rights and/or the Rights Issue Shares in or into 
jurisdictions other than the UK may be restricted by law and therefore persons 
into whose possession this announcement or any other document in connection with 
the Rights Issue comes or to whom this announcement is released, published or 
distributed should inform themselves about and observe such restrictions. Any 
failure to comply with any such restrictions may constitute a violation of the 
securities laws or regulations of such jurisdictions. 
 
 
This announcement is an advertisement and not a prospectus and investors should 
not subscribe for or purchase any Nil Paid Rights, Fully Paid Rights or Rights 
Issue Shares referred to in this announcement except on the basis of information 
in the Prospectus which is expected to be published by the Company today in 
connection with the Rights Issue. Copies of the Prospectus will, following 
publication, be available from the Company's registered office. 
 
 
This announcement does not constitute, or form part of any offer or invitation 
to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or 
issue, or any solicitation of any offer to sell, otherwise dispose of, issue, 
purchase, otherwise acquire or subscribe for, any security in the capital of the 
Company in any jurisdiction. Any decision to purchase, otherwise acquire, 
subscribe for, sell or otherwise dispose of any Provisional Allotment Letter, 
Nil Paid Rights, Fully Paid Rights and/or Rights Issue Shares should only be 
made on the basis of information contained in and incorporated by reference into 
the Prospectus which contains further details relating to the Company in general 
as well as a summary of the risk factors to which an investment in the Rights 
Issue Shares is subject. Nothing in this announcement should be interpreted as a 
term or condition of the Rights Issue. This announcement is not directed to, or 
intended for distribution or use by, any person or entity that is a citizen or 
resident or located in any locality, state, country or other jurisdiction where 
such distribution, publication, availability, or use would be contrary to law or 
regulation which would require any registration or licensing within such 
jurisdiction. In particular, this announcement is not for distribution in or 
into the United States, Australia, Canada, Japan, New Zealand, the Republic of 
Ireland, the Republic of South Africa or any other Excluded Jurisdiction. The 
information in this announcement may not be forwarded or distributed to any 
other person and may not be reproduced in any manner whatsoever. Any forwarding, 
distribution, reproduction, or disclosure of this announcement in whole or in 
part is unauthorised. Failure to comply with this directive may result in a 
violation of the securities laws or regulations of other jurisdictions. 
 
 
This announcement and the information contained herein is not an offer of 
securities for sale in the United States. The Nil Paid Rights, the Fully Paid 
Rights, the Rights Issue Shares and the Provisional Allotment Letters have not 
been and will not be registered under the United States Securities Act 1933 (as 
amended) or under the applicable securities laws of any state or other 
jurisdiction of the United States and will not qualify for distribution under 
any of the relevant securities of any of the Excluded Jurisdictions. 
Accordingly, unless a relevant exemption from such requirements is available, 
none of the Existing Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights 
the Rights Issue Shares or the Provisional Allotment Letters may be offered, 
sold, resold, taken up, exercised, renounced, transferred or delivered, directly 
or indirectly, in or into the United States or any other Excluded Jurisdiction 
or to, or for, the account or benefit of a person located in the United States 
or any other Excluded Jurisdiction. No money, securities or other consideration 
from any person inside the United States is being solicited and, if sent in 
response to the information contained in this announcement, will not be 
accepted. 
 
 
RBS Hoare Govett Limited ("RBS Hoare Govett"), which is authorised and regulated 
in the United Kingdom by the Financial Services Authority, is acting as sponsor, 
financial adviser, broker and underwriter to the Company and for no one else in 
connection with the Rights Issue and will not regard any other person (whether 
or not a recipient of this announcement) as a client in relation to the Rights 
Issue and will not be responsible to anyone other than the Company for providing 
the protections afforded to clients of RBS Hoare Govett or for providing advice 
to any such person in relation to the Rights Issue, the contents of this 
announcement, the Prospectus and the accompanying documents thereto or any 
matters or arrangements referred to herein or therein. 
 
 
Apart from the responsibilities and liabilities, if any, which may be imposed on 
RBS Hoare Govett by FSMA or the regulatory regime established thereunder, RBS 
Hoare Govett accepts no responsibility whatsoever, and makes no representation 
or warranty, express or implied, for the contents of this announcement including 
its accuracy, completeness or verification or for any other statement made or 
purported to be made by it or on behalf of it, the Company or any other person, 
in connection with the Company, the Nil Paid Rights, the Fully Paid Rights and 
the Rights Issue Shares or the Rights Issue and nothing in this announcement 
shall be relied upon as a promise or representation in this respect, whether as 
to the past or the future. RBS Hoare Govett accordingly disclaims all and any 
liability whatsoever, whether arising in tort, contract or otherwise (save as 
referred to above), which it might otherwise have in respect of this 
announcement or any such statement. 
 
 
Cautionary note regarding forward looking statements 
 
 
The statements contained in this announcement and the information referred to in 
it includes statements that are, or may be deemed to be, "forward-looking 
statements". These forward-looking statements can be identified by the use of 
forward-looking terminology, including the terms "believes", "estimates", 
"plans", "anticipates", "targets", "aims", "continues", "projects", "assumes", 
"expects", "intends", "may", "will", "would" or "should", or in each case, their 
negative or other variations or comparable terminology. These forward-looking 
statements include all matters that are not historical facts. They appear in a 
number of places throughout this announcement and include statements regarding 
the Company's intentions, beliefs or current expectations concerning, among 
other things, the Group's result of operations, financial condition, liquidity, 
prospects, growth strategies and the industries in which the Group operates. 
 
 
By their nature, forward-looking statements involve risk and uncertainty because 
they relate to future events and circumstances. A number of factors could cause 
actual results and developments to differ materially from those expressed or 
implied by the forward-looking statements, including without limitation: 
conditions in the markets, market position of the Company, earnings, financial 
position, cash flows, return on capital, anticipated investments and capital 
expenditures, changing business or other market conditions and general economic 
conditions. These and other factors could adversely affect the outcome and 
financial effects of the plans and events described herein. Forward-looking 
statements contained in this announcement based on past trends or activities 
should not be taken as a representation that such trends or activities will 
continue in the future. None of the statements made in this paragraph in any way 
obviate the requirement that the Company complies with the Prospectus Rules, the 
Disclosure and Transparency Rules, the Listing Rules or FSMA. 
 
 
These forward-looking statements speak only at the date of this announcement. 
Except as required by the Listing Rules, the Disclosure and Transparency Rules, 
the Prospectus Rules and any law, Brammer does not have any obligation to update 
or revise publicly any forward-looking statements, whether as a result of new 
information, further events or otherwise. Except as required by the Listing 
Rules, the Disclosure and Transparency Rules, the Prospectus Rules and any law, 
Brammer expressly disclaims any obligation or undertaking to release publicly 
any updates or revisions to any forward-looking statements contained herein to 
reflect any change in Brammer's expectations with regard thereto or any change 
in events, conditions or circumstances on which any such statement is based. In 
light of these risks, uncertainties and assumptions, the forward-looking 
statements discussed in this announcement might not occur. Prospective investors 
should specifically consider the factors identified in this announcement and the 
Prospectus which could cause actual results to differ before making an 
investment decision. 
 
 
No statement in this announcement is intended as a profit forecast or a profit 
estimate and no statement in this announcement should be interpreted to mean 
that earnings per Ordinary Share for the current or future financial years would 
necessarily match or exceed the historical published earnings per Ordinary 
Share. Prices and values of, and income from, shares may go down as well as up 
and an investor may not get back the amount invested. It should be noted that 
past performance is no guide to future performance. 
 
 
No person has been authorised to give any information or to make any 
representation other than those contained in this announcement and, if given or 
made, such information or representation must not be relied on as having been 
authorised by the Company or RBS Hoare Govett. Subject to the Listing Rules, the 
Prospectus Rules and the Disclosure and Transparency Rules, the issue of this 
announcement shall not, in any circumstances, create any implication that there 
has been no change in the affairs of the Group since the date of this 
announcement or that the information in it is correct as at any subsequent date. 
 
 
Neither the content of the Company's website (or any other website) nor the 
content of any website accessible from hyperlinks on the Company's website (or 
any other website) is incorporated into, or forms part of, this announcement. 
 
 
This announcement has been prepared for the purposes of complying with 
applicable law and regulation in the United Kingdom and the information 
disclosed may not be the same as that which would have been disclosed if this 
announcement had been prepared in accordance with the laws and regulations of 
any jurisdiction outside of the United Kingdom. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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