McColl's Retail Group plc Result of General Meeting (4187K)

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RNS Number : 4187K

McColl's Retail Group plc

01 September 2021

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, JAPAN, NEW ZEALAND, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE AT HTTPS://WWW.MCCOLLSPLC.CO.UK

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

1 September 2021

McColl's Retail Group plc

("McColl's", the "Company", or the "Group")

Result of General Meeting held 1 September 2021

The Company announces the results of its General Meeting held earlier today at Ground Floor West, One London Road, Brentwood, Essex, CM14 4QW.

Full details of the Resolutions, together with explanatory notes, are set out in the Company's combined circular and prospectus to Shareholders including the notice of General Meeting dated 13 August 2021 which is available on the Company's website at www.mccollsplc.co.uk.

Resolutions 1, 3, 4 and 5 were proposed as ordinary resolutions, while Resolution 2 was proposed as a special resolution.

The voting was held on a poll and the number of votes 'for' and 'against' each of the Resolutions and the number of votes 'withheld' were as follows:

 
 No   Resolution           For                  Against            Total Votes          Withheld 
                                                                    Cast 
                           No. of       %       No. of      %      No. of       %       No. of 
                            Votes                Votes              Votes                Votes 
                          -----------  ------  ----------  -----  -----------  ------  ----------- 
      Authority 
       to Allot 
 1.    Shares              70,368,553   94.27   4,276,516   5.73   74,645,069   64.74   45,993 
     -------------------  -----------  ------  ----------  -----  -----------  ------  ----------- 
      Disapplication 
       of pre-emption 
 2.    rights              70,243,845   94.10   4,401,224   5.90   74,645,069   64.74   45,993 
     -------------------  -----------  ------  ----------  -----  -----------  ------  ----------- 
      Approval 
       of Offer 
 3.    Price               70,368,832   94.27   4,276,237   5.73   74,645,069   64.74   45,993 
     -------------------  -----------  ------  ----------  -----  -----------  ------  ----------- 
      Approval 
       of Related 
       Party Transaction 
       (Jonathan 
 4.    Miller)             58,892,238   93.17   4,314,592   6.83   63,206,830   54.82   11,484,232 
     -------------------  -----------  ------  ----------  -----  -----------  ------  ----------- 
      Approval 
       of Related 
       Party Transaction 
 5.    (Aberforth)         56,717,314   93.17   4,155,569   6.83   60,872,883   52.80   13,818,179 
     -------------------  -----------  ------  ----------  -----  -----------  ------  ----------- 
 

(1) Any proxy appointments which gave discretion to the Chair of the meeting have been included in the 'For' totals.

(2) A vote withheld is not a vote in law and is not counted in the calculation of the votes 'For' or 'Against' a resolution nor the 'Total Votes Cast.'

(3) The number of ordinary shares in issue on 30 August 2021 was 115,304,400. Shareholders are entitled to one vote per ordinary share.

Application has been made to the Financial Conduct Authority for 165,006,829 New Ordinary Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its Main Market for listed securities. It is expected that Admission will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 6 September 2021 (or such later date as the Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. on 20 September 2021).

The Firm Placing and Open Offer remain conditional, inter alia, upon:

-- the Placing and Sponsor Agreement having become unconditional in all respects, save for the condition relating to Admission, and not having been terminated in accordance with its terms before Admission occurs; and

-- Admission having become effective by not later than 8.00 a.m. on 6 September 2021 (or such later date as the Company and the Sponsor may agree, being not later than 8.00 a.m. on 20 September 2021).

A copy of the Resolutions passed, will today be submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2. The Resolutions will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Defined terms in this announcement bear the same meanings as in the announcements made by the Company on 12 and 13 August 2021.

A copy of this announcement will be available to view on the Company's website www.mccollsplc.co.uk.

Enquiries:

For further information, please contact:

 
 Analyst & Investors:             Tej Randhawa, McColl's      [phone] 
 
 Media:                           Ed Young, Headland          [phone] 
                                   Rob Walker, Headland        [e-mail] 
                                   Charlie Twigg, Headland 
 
 Panmure Gordon (UK)              Oliver Cardigan 
  Limited                          Edward Walsh 
  Sponsor and Joint bookrunner     Rupert Dearden             [phone] 
 
 Singer Capital Markets           Shaun Dobson 
  Securities Limited               Hannah Woodley 
  Joint bookrunner                 Alex Bond                  [phone] 
 

LEI: 213800R1TLR536P8YJ67

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September 01, 2021 07:31 ET (11:31 GMT)