Record PLC Results Of General Meeting & Tender Offer (1599L)

TIDMREC

RNS Number : 1599L

Record PLC

14 July 2017

14 July 2017

This announcement is not for release, publication or distribution in whole or in part, into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Neither this announcement, nor the Circular, constitutes an offer to purchase, nor solicitation of an offer to sell, Ordinary Shares in any jurisdiction in which, or to or from any person to or from whom it is unlawful to make such offer or solicitation under applicable securities laws.

RECORD PLC

RESULTS OF GENERAL MEETING AND TENDER OFFER

Record plc ("Record" or the "Company"), the specialist currency manager, is pleased to confirm that, at the Company's General Meeting held at 3.00 p.m. today, the special resolution set out in the Notice of General Meeting sent to Shareholders on 21 June 2017 was duly passed on a show of hands. The following is a summary of the proxy votes that were received by the Company's registrars:

 
                           Votes                Votes            Total        Votes 
                             For                Against          votes       Withheld 
                         (including                               cast 
                       Discretionary)                            as a % 
                                                               of Record 
                                                               plc issued 
                                                                ordinary 
                                                                 shares 
-----------------  ---------------------  -----------------  ------------  ---------- 
 Resolution           Number       % of    Number     % of                   Number 
                         of        votes      of      votes        %            of 
                       votes       cast     votes     cast                    votes 
-----------------  ------------  -------  --------  -------  ------------  ---------- 
 1. To authorise 
  the Company 
  to purchase 
  own shares 
  on the terms 
  set out 
  in the GM 
  Notice.           158,397,473   99.91%   135,780    0.09%        71.62%      10,128 
-----------------  ------------  -------  --------  -------  ------------  ---------- 
 

Note: A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.

The results of the General Meeting will shortly be available on the Company's website at www.recordcm.com. In accordance with the Listing Rules, a copy of the resolution will shortly be submitted to the National Storage Mechanism and will be available at www.morningstar.co.uk/uk/NSM.

Accordingly, the Company is also pleased to announce that the Tender Offer is oversubscribed, with a total of 51,280,350 Ordinary Shares being tendered. Each Qualifying Shareholder who tendered shall have their Basic Entitlement (10.0851 per cent. of their shareholding as at the Record Date) satisfied in full, and any Individual Excess Tender shall be scaled-back pro rata, with each Qualifying Shareholder receiving approximately 17.78 per cent. of any such Individual Excess Tender. Accordingly a total of 22,326,475 Ordinary Shares will be purchased by the Company at the Tender Price for a total cost of GBP10,000,028.15.

The purchase of Ordinary Shares under the Tender Offer is expected to take place on 17 July 2017; all purchased Ordinary Shares will be cancelled by the Company. Details of Directors' participation in the Tender Offer and resultant shareholdings are set out below:

 
                                                                        Ordinary 
                          Ordinary                                        Shares 
                            Shares                                held following 
                        held prior     Percentage                     completion     Percentage 
                            to the    of Ordinary    Ordinary             of the    of Ordinary 
                            Tender          Share      Shares             Tender          Share 
 Director                    Offer        Capital    tendered              Offer        Capital 
--------------------  ------------  -------------  ----------  -----------------  ------------- 
 Neil Record            70,980,711         32.06%   8,584,170         62,396,541         31.35% 
--------------------  ------------  -------------  ----------  -----------------  ------------- 
 James Wood-Collins      2,919,506          1.32%     294,432          2,625,074          1.32% 
--------------------  ------------  -------------  ----------  -----------------  ------------- 
 Steve Cullen            1,318,124          0.60%      81,446          1,236,678          0.62% 
--------------------  ------------  -------------  ----------  -----------------  ------------- 
 Leslie Hill            16,424,209          7.42%   1,579,916         14,844,293          7.46% 
--------------------  ------------  -------------  ----------  -----------------  ------------- 
 Bob Noyen               9,481,290          4.28%     500,000          8,981,290          4.51% 
--------------------  ------------  -------------  ----------  -----------------  ------------- 
 David Morrison             40,000          0.02%           0             40,000          0.02% 
--------------------  ------------  -------------  ----------  -----------------  ------------- 
 Jane Tufnell              150,000          0.07%           0            150,000          0.08% 
--------------------  ------------  -------------  ----------  -----------------  ------------- 
 

It is anticipated that the proceeds payable under the Tender Offer to the Company's Shareholders who hold their Ordinary Shares in certificated form will be despatched no later than 24 July 2017 in the form of a cheque. Those Shareholders who hold their Ordinary Shares in uncertificated form will have their CREST accounts credited no later than 31 July 2017.

Following completion of the Tender offer and cancellation of the purchased Ordinary Shares, the Company's issued ordinary share capital will consist of 199,054,325 Ordinary Shares; the Company holds no shares in treasury.

Capitalised terms used, but not defined in this announcement shall have the same meaning as set out in the Circular.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

For further information, please contact:

 
 Record plc                            Tel: [phone] 
                                                 852 222 
 James Wood-Collins, Chief Executive 
  Officer 
 Steve Cullen, Chief Finance Officer 
 
 Cenkos Securities plc                   Tel: +44 (0) 20 
                                               7397 8900 
 Nicholas Wells 
 Elizabeth Bowman 
 Jeremy Osler 
 
 MHP                                     Tel: +44 (0) 20 
                                               3128 8100 
 Nick Denton                             [e-mail] 
 Ollie Hoare 
 

Cenkos, which is authorised and regulated by the Financial Conduct Authority, is acting for the Company and for no one else in connection with the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Cenkos or for affording advice in relation to the Tender Offer, the contents of this announcement or any transaction, arrangement or other matter referred to in the Circular.

Certain statements in this announcement may be forward-looking. Although the Company believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward looking statements.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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July 14, 2017 10:20 ET (14:20 GMT)