OSB GROUP PLC Result Of General Meeting

 
TIDMOSB 
 
 
   LEI: 213800ZBKL9BHSL2K459 
 
   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, 
INTO OR FROM ANY RESTRICTED JURISDICTIONS OR JURISDICTION WHERE TO DO SO 
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 
 
   CAPITALISED TERMS DEFINED IN THE CIRCULAR HAVE THE SAME MEANING WHEN 
USED IN THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED IN THIS 
ANNOUNCEMENT. 
 
   FOR IMMEDIATE RELEASE 
 
   28 January 2021 
 
   Proposed Capital Reduction 
 
   Results of voting at the General Meeting 
 
   On 11 January 2021, OSB GROUP PLC ("OSB Group" or the "Company") 
published a circular (the "Circular") relating to the proposed reduction 
of the nominal value of OSB Group Shares from three hundred and four 
(304) pence each to one (1) penny each (the "Capital Reduction"). 
 
   OSB Group is pleased to announce that, at the general meeting held 
earlier today, the special resolution to approve the Capital reduction 
(as set out in the notice of General Meeting included in the Circular) 
was passed by the requisite majority of shareholders by way of poll and, 
accordingly, the Capital Reduction was approved. 
 
   The table below sets out the results of the poll at the General Meeting. 
 
 
 
 
                                                                          % of 
                              % of     Total                               issued 
Special          Total votes   votes    votes    % of votes  Total votes   share    Votes 
Resolution        FOR          FOR      AGAINST   AGAINST     cast         capital   withheld 
---------------  -----------  -------  --------  ----------  -----------  --------  --------- 
   To approve 
    the Capital 
1   Reduction    366,409,500  100.00%  5,198     0.00%       366,414,698  81.91%    9,775 
   ------------  -----------  -------  --------  ----------  -----------  --------  --------- 
 
   NOTES: 
 
   1. 'Total votes FOR' include votes recorded as at the discretion of the 
appointed proxy. 
 
   2. The 'Vote withheld' option was provided to enable shareholders to 
refrain from voting on any particular resolution. A vote withheld is not 
a vote in law and has not been counted in the calculation of the 
proportion of the vote 'FOR' and 'AGAINST' a resolution. 
 
   3. As at 28 January 2021, the issued share capital of the Company was 
447,312,780 ordinary shares. 
 
   4. The full text of the resolution is detailed in the Notice of General 
Meeting contained in the Circular, which is available on the Company's 
website: 
https://www.globenewswire.com/Tracker?data=1BHO4dp6xFaVAFqIMYp54s62pYGhLybJhqYvlI5pRW6PhyIG4lseaCZOdVBramJ1pZ_1AlCVFZto3xRAHOMRRnRztT9hsNIQgGDyVLwFP20= 
www.osb.co.uk/investors/. 
 
   Timetable 
 
   Implementation of the Capital Reduction remains subject to the 
satisfaction of certain conditions which are set out in Part II (Letter 
from the Chairman) of the Circular. These include the confirmation of 
the Capital Reduction by the High Court at a hearing which is expected 
to take place on 23 February 2021. 
 
   On the present timetable, which is subject to change and dependent on 
the Court's timetable, the Capital Reduction is expected to take effect 
on 2 March 2021. 
 
   Copies of the special resolution passed at the General Meeting will be 
submitted to the UK Listing Authority, and will shortly be available for 
inspection at the UK Listing Authority's National Storage Mechanism 
which is located at 
https://www.globenewswire.com/Tracker?data=dh7ZHRFOXL7AuxqnH_Hp-WGZu_pE9o_G9PT9jKIjcy1mNNbQEAGkL_iGGRpz60aHze8_3CSC5r5kjyyJb2goYgM44atETdUj-fR_muqmg6M5mxkfgWpYHPaauAjfNu972vmBTTyEm8C3A6XjX9xLxXdTERvpRX_eIb7qqpIATx26AD4S26a1thuJWCiZ1Bhj 
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. 
 
   Enquiries 
 
   For further information, please contact the following. 
 
   OSB GROUP PLC 
 
   Alastair Pate, Group Head of Investor Relations             Tel: +44 (0) 
16 3483 8973 
 
   Cautionary Note Regarding Forward-Looking Statements 
 
   Certain statements in this Announcement relate to the future.  In some 
cases, these forward-looking statements can be identified by the use of 
forward-looking terminology, including the terms 'intend', 'aim', 
'project', 'anticipate', 'estimate', 'plan', 'believe', 'expect', 'may', 
'should', 'will', 'continue' or other similar words.  These statements 
discuss future expectations concerning the Group's results of operations 
or financial condition, or provide other forward-looking statements. 
 
   Other than as required by law, none of OSB Group, its officers, advisers 
or any other person gives any representation, assurance or guarantee 
that the occurrence of the events expressed or implied in any 
forward-looking statements in this Announcement will actually occur, in 
part or in whole. 
 
   Additionally, statements of the intentions of the Board and/or Directors 
reflect the present intentions of the Board and/or Directors, 
respectively, as at the date of this Announcement and may be subject to 
change as the composition of the Board alters, or as circumstances 
require.  Except as required by law, OSB Group disclaims any obligation 
or undertaking to update or revise any forward-looking statement in this 
Announcement. 
 
   The forward-looking statements speak only as at the date of this 
Announcement.  To the extent required by applicable law or regulation 
(including as may be required by the Companies Act, Listing Rules, MAR, 
Disclosure Guidance and Transparency Rules and FSMA), OSB Group will 
update or revise the information in this Announcement.  Otherwise, OSB 
Group expressly disclaims any obligation or undertaking to release 
publicly any updates or revisions to any forward-looking statements 
contained in this Announcement to reflect any change in expectations 
with regard thereto or any change in events, conditions or circumstances 
on which any such statement is based. 
 
   No forecasts or estimates 
 
   Nothing in this Announcement is intended as a profit forecast or 
estimate for any period and no statement in this Announcement should be 
interpreted to mean that earnings or earnings per share or dividend per 
share for OSB Group for the current or future financial years would 
necessarily match or exceed the historical published earnings or 
earnings per share or dividend per share for OSB Group. 
 
   Further information 
 
   This Announcement is for information purposes only and is not intended 
to and does not constitute or form part of any offer to sell or 
subscribe for or any invitation to purchase or subscribe for or 
otherwise acquire or dispose of any securities or the solicitation of 
any vote or approval in any jurisdiction, nor will there be any sale, 
issuance or transfer of securities in any jurisdiction in contravention 
of applicable law. The Capital Reduction will be implemented solely 
pursuant to the terms of the Circular setting out the particulars of the 
proposed Capital Reduction and with or subject to any modification, 
addition or condition approved or imposed by the Court and agreed by OSB 
Group, which, together with the Forms of Proxy that will accompany the 
Circular, contain the full terms and conditions of the Capital Reduction, 
including details of how to vote in respect of the Capital Reduction. 
Any vote in respect of the Resolution to be proposed at the General 
Meeting to approve the Capital Reduction should be made only on the 
basis of the information contained in the Circular. 
 
   OSB Group has prepared the Circular to be distributed to Shareholders. 
OSB Group urges Shareholders to read the Circular carefully because it 
contains important information in relation to the Capital Reduction. 
 
   This Announcement does not constitute a prospectus or prospectus 
equivalent document. 
 
 
 
 

(END) Dow Jones Newswires

January 28, 2021 08:50 ET (13:50 GMT)

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