Great Portland Estates PLC Result of Meeting (4566F)

TIDMGPOR

RNS Number : 4566F

Great Portland Estates PLC

17 May 2017

17 May 2017

Great Portland Estates plc

Results of General Meeting, Share Consolidation, amendment to Official List, and Total Voting Rights

Further to the circular posted to its shareholders on 19 April 2017 (the "Circular"), Great Portland Estates plc ("GPE" or the "Company") announces that at the General Meeting held today to approve the Share Consolidation, all resolutions proposed to shareholders set out in the notice of General Meeting dated 19 April 2017 were passed by the requisite majority on a poll. Accordingly, GPE announces that the Company's Share Consolidation will become effective tomorrow, Thursday, 18 May 2017.

The Share Consolidation will replace every 20 existing ordinary shares of 12.5 pence each with 19 new ordinary shares of 13(3) /(19) pence each (the "New Ordinary Shares"). An application has been made to the UK Listing Authority for the Official List to be amended for the New Ordinary Shares, which are expected to commence trading on the London Stock Exchange at 8.00 a.m. on Thursday, 18 May 2017. The New Ordinary Shares will have an ISIN of GB00BZ0XJR39 and a SEDOL of BZ0XJR3.

Voting Rights

Prior to the Share Consolidation becoming effective, the Company's issued share capital is 343,926,160 ordinary shares of 12.5 pence each. For the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Company's issued share capital as at 8.00 a.m. on Thursday 18 May 2017 (the effective time of the Share Consolidation) will consist of 326,729,852 New Ordinary Shares of 13(3) /(19) pence each. The Company currently holds no shares in treasury and as at the date and time at which the Share Consolidation becomes effective, the Company will hold no shares in treasury.

The decrease in the issued share capital and total voting rights results from the consolidation of shares.

The above figure of 326,729,852 total voting rights as at 8.00 a.m. on Thursday 18 May 2017 (the effective time of the Share Consolidation) 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 to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

General meeting poll results

A poll was conducted on each resolution proposed at the General Meeting. Resolutions 1 and 2 (ordinary resolutions) and resolutions 3 to 5 (special resolutions) were all passed by the required majority. The numbers of votes cast for and against each of the resolutions, and the number of votes withheld, were as follows:

 
     Resolution          Votes         %        Votes        %       Total           % of     Votes 
                          for                    against                            issued     withheld* 
                                                                                     share 
                                                                                    capital 
    ------------------  ------------  -------  -----------  ------  ------------  ---------  ----------- 
     Ordinary 
      resolutions 
    ------------------  ------------  -------  -----------  ------  ------------  ---------  ----------- 
     To authorise 
      the Company 
      to undertake 
      the 19 for 
      20 consolidation 
      of its ordinary 
 1    share capital      279,486,059   99.99%       27,565   0.01%   279,513,624     81.27%      195,808 
    ------------------  ------------  -------  -----------  ------  ------------  ---------  ----------- 
     To approve 
      the directors' 
      authority 
      to allot 
 2    new shares         264,269,515   94.58%   15,135,715   5.42%   279,405,230     81.24%      304,202 
    ------------------  ------------  -------  -----------  ------  ------------  ---------  ----------- 
     Special 
      resolutions 
    ------------------  ------------  -------  -----------  ------  ------------  ---------  ----------- 
     To approve 
      the directors' 
      limited 
      authority 
      to allot 
      shares for 
 3    cash               275,774,415   99.92%      224,968   0.08%   275,999,383     80.25%    3,710,049 
    ------------------  ------------  -------  -----------  ------  ------------  ---------  ----------- 
 
 
     Resolution       Votes         %        Votes        %       Total           % of     Votes 
                       for                    against                            issued     withheld* 
                                                                                  share 
                                                                                 capital 
    ---------------  ------------  -------  -----------  ------  ------------  ---------  ----------- 
     Special 
      resolutions 
    ---------------  ------------  -------  -----------  ------  ------------  ---------  ----------- 
     To give 
      the directors 
      additional 
      limited 
      authority 
      to allot 
      shares for 
      cash in 
      connection 
      with an 
      acquisition 
      or specified 
      capital 
 4    investment      265,228,293   96.10%   10,766,750   3.90%   275,995,043     80.25%    3,714,389 
    ---------------  ------------  -------  -----------  ------  ------------  ---------  ----------- 
     To renew 
      the authority 
      enabling 
      the Company 
      to buy its 
 5    own shares      260,620,631   96.32%    9,958,045   3.68%   270,578,676     78.67%    9,130,756 
    ---------------  ------------  -------  -----------  ------  ------------  ---------  ----------- 
 

* A vote withheld is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

As at the date of the General Meeting, the number of issued shares of the Company was 343,926,160 shares of 12.5 pence each, which was the total number of shares entitling the holders to attend and vote for or against all resolutions.

In accordance with the Financial Conduct Authority's Listing Rule 9.6.2, a copy of the resolutions passed at today's General Meeting will be submitted to the National Storage Mechanism and will be shortly available for inspection at www.morningstar.co.uk/uk/NSM.

Timetable

The timetable in relation to the Special Dividend and the Share Consolidation is as follows:

 
 Record date for Share            6.00 p.m. on Wednesday 
  Consolidation and entitlement    17 May 2017 
  to the Special Dividend 
-------------------------------  ----------------------- 
 Plan notice date for             6.00 p.m. on Wednesday 
  election under the Dividend      17 May 2017 
  Reinvestment Plan 
-------------------------------  ----------------------- 
 Commencement of dealings         8.00 a.m. on Thursday 
  in New Ordinary Shares           18 May 2017 
-------------------------------  ----------------------- 
 CREST accounts credited          Thursday 18 May 2017 
  with New Ordinary Shares 
-------------------------------  ----------------------- 
 Ordinary Shares marked           Thursday 18 May 2017 
  ex-entitlement to the 
  Special Dividend 
-------------------------------  ----------------------- 
 Despatch of share certificates   By Tuesday 30 May 2017 
  in respect of New Ordinary 
  Shares and, if applicable, 
  despatch of cheques and 
  CREST accounts credited 
  in respect of fractional 
  entitlements 
-------------------------------  ----------------------- 
 Despatch of BACS vouchers        Tuesday 30 May 2017 
  in respect of proceeds 
  under the Special Dividend 
-------------------------------  ----------------------- 
 Despatch of cheques in           Tuesday 30 May 2017 
  respect of proceeds under 
  the Special Dividend 
-------------------------------  ----------------------- 
 Payment of the Special           Wednesday 31 May 2017 
  Dividend to Eligible 
  Shareholders 
 

Capitalised terms used in this announcement which are not otherwise defined in this announcement have the same meaning as in the Circular, which is available at http://www.morningstar.co.uk/uk/NSM. All references to time in this announcement are to London time.

A copy of this announcement will be available on the Company's website at www.gpe.co.uk under 'Investors - Shareholder Information'.

Contact:

Great Portland Estates

 
 Desna Martin    Company Secretary     [phone] 
 

Finsbury Group

 
 Gordon Simpson    Partner     [phone] 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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May 17, 2017 10:28 ET (14:28 GMT)