Low & Bonar PLC Results of General Meeting (5104Q)

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RNS Number : 5104Q

Low & Bonar PLC

19 February 2019

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, THE COMMONWEALTH OF AUSTRALIA, ITS TERRITORIES AND POSSESSIONS, CANADA, ISLE OF MAN, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, THE UNITED ARAB EMIRATES OR ZAMBIA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE NEW SHARE ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS REFERRED TO BELOW. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE HEAD OFFICE OF LOW & BONAR PLC AND ON ITS WEBSITE AT WWW.LOWANDBONAR.COM.

19 February 2019

Low & Bonar PLC (the Company)

Results of General Meeting

The Company announces that, at the General Meeting held earlier today, the resolutions set out in the Notice of General Meeting (the Resolutions) contained within the combined prospectus and circular published by the Company on 30 January 2019 (the Prospectus) were duly passed without amendment by a poll.

The number of votes 'for' and 'against' each of the resolutions put before the General Meeting and the number of votes 'withheld' were as follows:

 
                                      For                Against           Total Votes                        Withheld 
                             No. of Votes       %   No. of Votes      %   No. of Votes   % of ISC voted   No. of Votes 
     ---------------------  -------------  ------  -------------  -----  -------------  ---------------  ------------- 
      Allotment of New 
 1.   Shares                 262,363,061    99.98         49,632   0.02    262,412,693           79.49%         51,953 
     ---------------------  -------------  ------  -------------  -----  -------------  ---------------  ------------- 
      Discount of greater 
 2.   than 10 per cent.       262,362,782   99.98         51,234   0.02    262,414,016           79.49%         50,630 
     ---------------------  -------------  ------  -------------  -----  -------------  ---------------  ------------- 
 

Notes:

   1)     The 'For' vote includes those giving the Chairman discretion. 

2) Votes 'Withheld' are not counted in the calculation of the proportion of votes 'for' or 'against' a resolution.

   3)     The total number of Shares in issue on 19 February 2019 was 330,106,588. 

4) Copies of the resolutions passed will be submitted to the UK Listing Authority via the National Storage Mechanism and will be available in due course for inspection at http://www.morningstar.co.uk/uk/NSM.

The passing of the Resolutions will enable the Company to proceed with the fully underwritten Placing and Open Offer and Firm Placing to raise gross proceeds of approximately GBP54 million (GBP50 million net of estimated commissions, fees and expenses) (the New Share Issue). The Placing and Open Offer and Firm Placing remains conditional upon, amongst other things, Admission of the New Shares having occurred not later than 8.00 a.m. on 20 February 2019 (or such later time and date as the Sponsor may agree).

Applications have been made to the UK Listing Authority for 359,649,707 New Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for such New Shares to be admitted to trading on the main market for listed securities. These New Shares will be issued under authorities granted by the Resolutions at today's General Meeting.

It is expected that Admission will take place, and that dealings in the New Shares will commence at 8.00 a.m. on 20 February 2019.

A copy of the Resolutions passed at the General Meeting has been submitted to the National Storage Mechanism in accordance with Listing Rules 9.6.2R and 9.6.3R and will be available for inspection at http://www.morningstar.co.uk/uk/nsm.

Capitalised terms not defined herein have the meanings given to them in the Prospectus, which is available on the Company's website (www.lowandbonar.com).

Enquiries:

 
 Low & Bonar PLC 
  Philip de Klerk (Group CEO) 
  Ian Ashton (Group CFO)                            020 7535 3180 
 Peel Hunt LLP (Sponsor, Broker, Sole Bookrunner 
  to the Company) 
  Alastair Rae 
  Mike Bell 
  Charlie Batten 
  Ed Allsopp                                        020 7418 8900 
 Canaccord Genuity Limited (Co-Lead Manager 
  to the Company) 
  Bobbie Hilliam (Corporate Broking) 
  Alex Aylen (Sales)                                0207 523 8000 
 Rothschild & Co (Financial Adviser to the 
  Company) 
  Stuart Vincent 
  William Marshall                                  020 7280 5000 
 Instinctif Partners 
  Matthew Smallwood 
  Rosie Driscoll                                    020 7457 2020 
 

IMPORTANT NOTICE:

This announcement has been issued by and is the sole responsibility of the Company. This announcement is not a prospectus but an advertisement and investors should not acquire any Shares referred to in this announcement except on the basis of the information contained in the Prospectus published by the Company in connection with the New Share Issue..

Copies of the Prospectus are available from the head office of the Company and on the Company's website at www.lowandbonar.com provided that the Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders in the United States of America or any other Excluded Territory. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The Prospectus provides further details of the Shares being offered pursuant to the New Share 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 Shares in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for New Shares will be made 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 the United States or any other Excluded Territory, 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 is not an offer of securities for sale in the United States. The Shares and the Application Forms have not been and will not be registered under 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, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable 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 offer of the Shares in 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 Application Forms should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

This announcement does not constitute a recommendation concerning any investor's options with respect to the New Share 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.

Notice to all investors

Each of Peel Hunt LLP (Peel Hunt), Canaccord Genuity Limited (Canaccord) and N M Rothschild & Sons Limited (Rothschild & Co, and together with Peel Hunt and Canaccord, the Banks) is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company and no one else in connection with the New Share Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the New Share Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the New Share Issue or any transaction or arrangement referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Banks, nor any of their respective affiliates, directors, officers, employees or advisers, accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to, 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 its behalf, by the Company, the Directors or any other person, in connection with the Company or the Shares or the New Share Issue and nothing contained in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. The Banks and each of their respective affiliates each accordingly disclaims all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or any such statement. No representation or warranty express or implied, is made by any of the Banks or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information set out in this announcement.

No person has been authorised to give any information or to make any representations other than those contained in this announcement, the Prospectus and the Application Forms, and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Peel Hunt, Canaccord and Rothschild. Subject to the Listing Rules, the Prospectus Rules and the Transparency Rules of the Financial Conduct Authority and the Disclosure Requirements (as such term is defined in the Listing 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 Company since the date of this announcement or that the information in it is correct as at any subsequent date.

Peel Hunt and Canaccord and their respective affiliates, acting as investors for their own accounts, may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Accordingly, references in the Prospectus to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Peel Hunt, Canaccord and any of their respective affiliates acting as investors for their own accounts. Except as required by applicable law or regulation, Peel Hunt and Canaccord do not propose to make any public disclosure in relation to such transactions.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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February 19, 2019 08:03 ET (13:03 GMT)