Menzies(John) PLC Results of General Meetings (5866Y)

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RNS Number : 5866Y

Menzies(John) PLC

22 August 2018

22 August 2018

John Menzies plc

("Menzies" or the "Company")

Results of General Meetings

Further to the announcement by the Company on 26 July 2018 regarding the creation of a pure play aviation services group, the Board of Menzies is pleased to announce that the resolutions proposed at: (i) the General Meeting of Shareholders seeking approval of the disposal of Menzies Distribution Limited to investment funds managed by Endless LLP (the "Disposal"), the new Directors' Remuneration Policy and the adoption of the John Menzies plc Value Creation Plan, as described in the Company's circular dated 30 July 2018 (the "Circular"); and (ii) the General Meeting of Preference Shareholders seeking separate approval for the Disposal, each held on 22 August 2018, were duly passed by the relevant Shareholders. Full details of the poll result are set out below.

Words and phrases used, but not defined, in this announcement shall have the same meaning as in the Circular.

 
 RESOLUTION          *VOTES FOR     %AGE   VOTES AGAINST    %AGE   VOTES TOTAL       **%AGE OF ISC   ***VOTES WITHHELD 
                                                                                             VOTED 
 Shareholders 
                    -------------------------------------------------------------------------------------------------- 
 1. Approve the 
  proposed 
  disposal by the 
  Company of the 
  entire issued 
  share capital of 
  Menzies 
  Distribution 
  Limited to 
  investment funds 
  managed by 
  Endless LLP****    55,855,898    97.36       1,515,075    2.64    57,370,973               67.54               6,887 
                    -----------  -------  --------------  ------  ------------  ------------------  ------------------ 
 2. Approve the 
  proposed new 
  Directors' 
  Remuneration 
  Policy             43,372,005    76.80      13,099,043   23.20    56,471,048               67.59              17,559 
                    -----------  -------  --------------  ------  ------------  ------------------  ------------------ 
 3. Approve the 
  rules of the 
  John Menzies plc 
  Value Creation 
  Plan and 
  authorise the 
  Board to 
  adopt further 
  schemes for the 
  benefit of 
  employees, 
  outside the UK, 
  based on the VCP   43,454,828    76.94      13,021,625   23.06    56,476,453               67.60              12,154 
                    -----------  -------  --------------  ------  ------------  ------------------  ------------------ 
 Preference 
 Shareholders 
                    -------------------------------------------------------------------------------------------------- 
 1. Approve the 
  proposed 
  disposal by the 
  Company of the 
  entire issued 
  share capital of 
  Menzies 
  Distribution 
  Limited to 
  investment funds 
  managed by 
  Endless LLP           945,723   100.00              29    0.00       945,752              67.82%                   0 
                    -----------  -------  --------------  ------  ------------  ------------------  ------------------ 
 

*The votes of any proxy giving the Chairman discretion how to vote have been included in the votes For a resolution.

**The total number of ordinary shares and preference shares in issue (excluding treasury shares) and eligible to be voted on at the General Meeting of Shareholders on resolution 1 was 84,940,718. The total number of ordinary shares in issue (excluding treasury shares) and eligible to be voted on at the General Meeting of Shareholders on resolutions 2 & 3 was 83,546,131. The total number of preference shares in issue (excluding treasury shares) and eligible to be voted on at the General Meeting of Preference Shareholders was 1,394,587. The Company notes that a significant number of votes were cast against resolutions 2 and 3 and will undertake a detailed review of any feedback received on these resolutions to ensure it fully understands the reasons behind the voting results.

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

****In accordance with the Company's articles of association, both Ordinary Shareholders and Preference Shareholders are entitled to vote on the resolution to approve the Disposal at the General Meeting of Shareholders (in addition to the separate resolution to approve the Disposal at the General Meeting of Preference Shareholders). Preference Shareholders were not entitled to vote on any other resolution proposed at the General Meeting of Shareholders

In accordance with Listing Rule 9.6.2R, a copy of all resolutions, other than resolutions concerning ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM

Contacts:

 
 John Menzies plc                                     T: 0131 459 8018 
 Giles Wilson, Chief Financial Officer 
 John Geddes, Group Company Secretary & Corporate Affairs Director 
 
 Rothschild & Co (Financial Adviser and               T: 020 7280 5000 
  Sponsor to Menzies) 
 Neil Thwaites, Sabina Pennings 
 
 Numis Securities (Joint Broker to Menzies)           T: 020 7260 1000 
 Christopher Wilkinson, Michael Burke 
 
 Shore Capital (Joint Broker to Menzies)              T: 020 7408 4090 
 Mark Percy, Toby Gibbs 
 
 FTI Consulting                                       T: 020 3727 1000 
 Jonathon Brill, Alex Beagley 
 

Important notice

N M Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting as sponsor and financial adviser to Menzies in connection with the Transaction referred to in this announcement. Rothschild & Co is acting exclusively for Menzies and no one else in connection with the Transaction and save for any responsibilities and liabilities, if any, which may be imposed on Rothschild & Co, in its capacity as sponsor by the Financial Services and Markets Act 2000, as amended, Rothschild & Co will not be responsible to anyone other than Menzies for providing the protections afforded to clients of Rothschild & Co or for providing advice in relation to the Transaction or the contents of this announcement or any transaction, arrangement or matter referred to herein.

Numis Securities Limited ("Numis Securities") is authorised and regulated by the FCA in the United Kingdom, is acting solely for Menzies and nobody else in relation to the Transaction and will not be responsible to anyone other than Menzies for providing the protections afforded to its clients nor for providing advice in relation to the Transaction or any other matter referred to in this.

Shore Capital Stockbrokers Limited ("Shore Capital") is authorised and regulated by the FCA in the United Kingdom, is acting solely for Menzies and nobody else in relation to the Transaction and will not be responsible to anyone other than Menzies for providing the protections afforded to its clients nor for providing advice in relation to the Transaction or any other matter referred to in this.

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

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August 22, 2018 07:22 ET (11:22 GMT)