Menzies(John) PLC Result of General Meeting (2517M)

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RNS Number : 2517M

Menzies(John) PLC

11 October 2016

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS WHICH WAS PUBLISHED IN CONNECTION WITH THE PROPOSED ACQUISITION AND RIGHTS ISSUE. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE REGISTERED OFFICE OF JOHN MENZIES PLC AND ON ITS WEBSITE WWW.JOHNMENZIESPLC.COM.

PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.

11 October 2016

John Menzies plc ("Menzies" or the "Company")

Results of General Meeting

The Company announces the results of its General Meeting held at 11.00 a.m. today. The General Meeting voted by way of a poll on the resolutions set out in the Notice of General Meeting contained within the prospectus posted to shareholders on 16 September 2016 (the "Resolutions"). Resolutions 1 to 4 were duly passed by the shareholders of the Company as ordinary resolutions and Resolution 6 was duly passed as a special resolution. Resolution 5, which was proposed as a special resolution, was not passed.

The table below shows the votes received for and against the Resolutions by poll. The number of shares in issue as at the date of the meeting was 61,383,097.

 
                 VOTES        %       VOTES        %       VOTES       % of      VOTES 
                   FOR                AGAINST               TOTAL       ISC     WITHHELD 
                                                                       VOTED 
------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
 Resolution 
  1            37,200,597   99.98        8,236    0.02   37,208,833   60.62%     139,098 
------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
 Resolution 
  2            37,181,752   99.93       24,753    0.07   37,206,505   60.61%     141,267 
------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
 Resolution 
  3            37,277,286   99.82       67,765    0.18   37,345,051   60.84%       2,880 
------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
 Resolution 
  4            37,042,368   99.25      280,313    0.75   37,322,681   60.80%      25,250 
------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
 Resolution 
  5            18,651,108   49.97   18,674,578   50.03   37,325,686   60.81%      22,245 
------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
 Resolution 
  6            37,224,669   99.73      101,670    0.27   37,326,339   60.81%      21,592 
------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
 

Notes:

(1) Any proxy appointments which gave discretion to the Chairman have been included in the "For" total.

(2) A "vote withheld" is not a vote in law and is therefore not counted towards the proportion of votes "For" and "Against" the Resolution.

(3) Percentages are expressed as a proportion of total votes cast (which does not include votes withheld).

Votes were cast in respect of approximately 61% of the Company's issued share capital. The Company notes that a significant number of votes were cast against Resolution 5 which resulted in it not being passed. Resolution 5 sought general authority to disapply pre-emption rights in connection with any future issue of shares on a pre-emptive basis or on a non pre-emptive basis up to approximately 5 per cent. of the enlarged issued share capital. The Company will undertake a detailed review of any feedback received on this resolution to ensure it fully understands the reasons behind the voting results and allow it to understand shareholders' concerns. Resolution 5 was not required for the purposes of the Proposed Acquisition or the Rights Issue and the Company is proceeding with the Proposed Acquisition and the Rights Issue.

The Record Date for entitlements under the Rights Issue was the close of business on 10 October 2016.

Qualifying non-CREST Shareholders (subject to certain exceptions) will be sent a Provisional Allotment Letter in connection with the Company's Rights Issue today and Qualifying CREST Shareholders (subject to certain exceptions) will receive a credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled as soon as practicable after 8.00 a.m. on 12 October 2016.

Application has been made to the UK Listing Authority for 21,922,534 new ordinary shares ("New Shares") to be admitted to the Premium Listing segment of the Official List and to the London Stock Exchange for the New Shares to be admitted (nil paid) to trading on the main market for listed securities of the London Stock Exchange. This includes an application for 131 New Shares following the exercise of options under the John Menzies plc Save As You Earn Scheme after the publication of the Prospectus.

It is expected that Admission will become effective and dealings in New Shares will commence, nil paid, at 8.00 a.m. on 12 October 2016.The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is 11.00 a.m. on 26 October 2016.

A copy of the Resolutions passed at the General Meeting has been submitted to the National Storage Mechanism in accordance with rules 9.6.2 and 9.6.3 of the Listing Rules and will be available for inspection at http://www.morningstar.co.uk/uk/nsm. The voting figures will also shortly be available on the Company's website at www.johnmenziesplc.com.

Defined terms used herein have the meanings given to them in the combined circular and prospectus issued by Menzies dated 16 September 2016 which is available on the Company's website (www.johnmenziesplc.com).

For further information please contact:

 
                                          +44 (0) 131 
 John Menzies plc                          459 8018 
 Giles Wilson, CFO, John Menzies plc 
  Forsyth Black, MD, Menzies Aviation 
  John Geddes, Group Company Secretary 
  and Head of Corporate Affairs 
 
 Numis Securities (Financial Adviser, 
  Sponsor, Joint Bookrunner and Joint     +44 (0) 20 
  Broker to Menzies)                       7260 1000 
 Stuart Skinner 
  Christopher Wilkinson 
  Stuart Ord 
 
 Shore Capital (Joint Bookrunner and      +44 (0) 20 
  Joint Broker to Menzies)                 7408 4090 
 Bidhi Bhoma 
  Toby Gibbs 
 
                                          +44 (0) 20 
 FTI Consulting                            3727 1000 
 Alex Beagley 
  George Parker 
 

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of John Menzies plc.

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Shares referred to in this announcement except on the basis of the information contained in the Prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement cannot be relied upon for any investment contract or decision. The information in this announcement is subject to change.

A copy of the Prospectus is available from the registered office of Menzies and on Menzies' website at www.johnmenziesplc.com provided that the Prospectus is not, subject to certain exceptions, available (whether through the website or otherwise) to Menzies' shareholders in the Excluded Territories or (subject to certain exceptions) the United States.

Neither the content of Menzies' website nor any website accessible by hyperlinks on Menzies' website is incorporated in, or forms part of, this announcement. The Prospectus gives further details of the Nil Paid Rights, the Fully Paid Rights and the New Shares being offered pursuant to the Rights Issue.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in any of the Excluded Territories or the United States and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to purchase or subscribe for any Company securities in any of the Excluded Territories or the United States. The Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the New Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 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 offering of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the New Shares in any of the Excluded Territories or the United States.

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 comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in any of the Excluded Territories or the United States.

This announcement does not constitute a recommendation concerning the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Numis Securities Limited ("Numis") which is authorised and regulated by the FCA in the United Kingdom, is acting solely for the Company in relation to the Rights Issue and nobody else (whether or not a recipient of this announcement) as a client in relation to the Proposed Acquisition, the Rights Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Numis nor for providing advice in relation to the Proposed Acquisition, the Rights Issue and Admission or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Numis by the FSMA or the regulatory regime established thereunder, Numis does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters, the Rights Issue or the Proposed Acquisition, and nothing in this announcement is, or shall be relied upon as, a promise or representation in the respect, whether as to the past or future. Numis accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

Shore Capital Stockbrokers Limited ("Shore Capital", and together with Numis, the "Banks") which is authorised and regulated by the FCA in the United Kingdom is acting solely for the Company in relation to the Rights Issue and nobody else (whether or not a recipient of this announcement) as a client in relation to the Proposed Acquisition, the Rights Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Shore Capital nor for providing advice in relation to the Rights Issue or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Shore Capital by the FSMA or the regulatory regime established thereunder, Shore Capital does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters, or the Rights Issue or the Proposed Acquisition, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Shore Capital accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

Neither of the Banks accept any responsibility whatsoever for the contents of this announcement or the Prospectus, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letter, the New Shares, the Rights Issue or the Acquisition. The Banks accordingly disclaim all and any liability to the fullest extent permitted by law, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement or the Prospectus or any such statement.

The Banks may, in accordance with applicable laws and regulations and the terms of the Underwriting Agreement, engage in transactions in relation to the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights, the New Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable laws or regulations, the Banks do not propose to make any public disclosure in relation to such transactions.

This information is provided by RNS

The company news service from the London Stock Exchange

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October 11, 2016 08:16 ET (12:16 GMT)