TIDMCWD
RNS Number : 1598Y
Countrywide PLC
27 December 2019
27 December 2019
Countrywide plc
("Countrywide", "Group")
Results of General Meeting
Voting results of General Meeting
Countrywide is pleased to announce that at the General Meeting
held today at 10:00 a.m. at 25 Charterhouse Square, London EC1M 6AE
the resolutions as set out below were duly passed by shareholders
by way of a poll:
-- Resolution 1 - Sale of Lambert Smith Hampton Limited Resolution
(proposed as an ordinary resolution)
-- Resolution 2 - 50 for 1 Share Consolidation Resolution (proposed
as an ordinary resolution)
-- Resolution 3 - General power to allot (proposed as an ordinary
resolution)
-- Resolution 4 - General power to disapply pre-emption rights
(proposed as a special resolution)
-- Resolution 5 - Additional authority to disapply pre-emption
rights for purposes of acquisitions or capital investments
(proposed as a special resolution)
-- Resolution 6 - Authority to undertake market purchase of
own shares (proposed as a special resolution)
The results of the poll are as follows:
RESOLUTION VOTES
-----------------------------------------------------------------------
FOR AGAINST WITHHELD TOTAL
---------------------- ------------------- ---------- --------------
Votes % Votes % Votes
-------------- ------ ------------ ----- ---------- --------------
1 Sale Resolution 1,319,697,648 99.97 439,817 0.03 2,046 1,320,137,465
------------------------- -------------- ------ ------------ ----- ---------- --------------
2 Share Consolidation 1,319,680,724 99.97 455,748 0.03 3,039 1,320,136,472
------------------------- -------------- ------ ------------ ----- ---------- --------------
General power
3 to allot 1,318,358,661 99.96 505,300 0.04 1,275,550 1,318,863,961
------------------------- -------------- ------ ------------ ----- ---------- --------------
General power
to disapply pre-emption
4 rights 1,319,398,996 99.95 627,057 0.05 113,458 1,320,026,053
------------------------- -------------- ------ ------------ ----- ---------- --------------
Additional authority
to disapply pre-emption
rights for purposes
of acquisitions
5 or capital investments 1,189,296,045 90.10 130,726,392 9.90 117,074 1,320,022,437
------------------------- -------------- ------ ------------ ----- ---------- --------------
Authority to undertake
market purchase
6 of own shares 1,318,264,720 99.87 1,764,871 0.13 109,920 1,320,029,591
------------------------- -------------- ------ ------------ ----- ---------- --------------
The poll results will also be posted on Countrywide's
website.
A vote withheld is not a vote in law and is not counted in the
calculation of the votes for or against a resolution.
Resolutions 4, 5 and 6 were special resolutions and the full
text of all of the resolutions is set out the circular and notice
of General Meeting available on Countrywide's website. A copy of
the resolutions has been submitted to the National Storage
Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM.
Sale of Lambert Smith Hampton "LSH" Resolution
Countrywide announced on Friday 29 November 2019 the disposal of
Lambert Smith Hampton Limited ("LSH"), to John Bengt Moeller for
GBP38 million in cash, subject to shareholder approval (the
"Sale").
Countrywide confirms that, following the passing of the Sale
resolution, it intends to complete the Sale on 31 December
2019.
Details of the proposed Sale were set out in a circular
published on 29 November 2019 and this can be found on the
Countrywide website at the following location,
www.countrywide.co.uk/corporate/investor-relations.
50 for 1 Share Consolidation Resolution
The resolution relating to the consolidation of Countrywide's
ordinary shares on the basis of 1 ordinary share of GBP0.50 for
every 50 existing ordinary shares of GBP0.01 each, which will
subsequently be consolidated, subdivided and re-designated into one
new ordinary share of GBP0.01 and 49 deferred shares of GBP0.01,
thereby reducing the number of ordinary shares in issue, has been
passed.
Following admission of the new ordinary shares, Countrywide's
issued share capital will consist of 32,826,068 ordinary shares of
GBP0.01 each, of which 63,049 shares will be held in treasury. The
total number of voting rights will be 32,763,019.
PRINCIPAL EVENTS TIME AND/OR DATE
Latest time for dealings in Qualifying 27 December 2019
Ordinary Shares
Record Time 6:00 p.m. on 27 December
2019
Admission 8:00 a.m. on 30 December
2019
Commencement of dealings in New Ordinary 8:00 a.m. on 30 December
Shares 2019
CREST accounts credited with New Ordinary 30 December 2019
Shares (uncertificated Shareholders
only)
Expected completion of the Sale 31 December 2019
Despatch of definitive certificates On or around 14 January
for New Ordinary Shares in certificated 2020
form
Long Stop Date for completion of the 20 January 2020
Sale
Enquiries
Enquiries
Countrywide Plc investor@countrywide.co.uk
Himanshu Raja, Chief Financial Officer
Jefferies International Limited (Corporate
Broker and Sponsor) +44 (0) 20 7029 8000
Paul Nicholls
Paul Bundred
William Brown
Barclays Bank PLC (Corporate Broker) +44 (0) 20 7623 2323
Robert Mayhew
Richard Bassingthwaighte
Osman Akkaya
Media enquiries
Press Office +44 (0) 7721 439 043
Hudson Sandler +44 (0) 207 796 4133
Michael Sandler
Dan de Belder
Nick Moore
Notice to all investors
Jefferies International Limited ("Jefferies") which is
authorised and regulated by the Financial Conduct Authority, is
acting for the Group and no one else in connection with the Sale
and Share Consolidation and will not regard any other person as its
client in connection with the Sale and Share Consolidation and will
not be responsible to anyone other than the Group for providing the
protections afforded to its clients nor for giving advice in
relation to the Sale, the Share Consolidation or any arrangement
referred to, or information contained, in this announcement.
Barclays Bank PLC ("Barclays"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for the Group and no one else in
connection with the Sale and Share Consolidation and will not be
responsible to anyone other than the Group for providing the
protections afforded to clients of Barclays nor for providing
advice in relation to the Sale, the Share Consolidation or any
other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Jefferies by FSMA or the regulatory regime
established thereunder or under the regulatory regime of any other
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable,
Jefferies nor any of its respective affiliates, directors,
officers, employees or advisers, accept any responsibility
whatsoever for the contents of this announcement, and no
representation or warranty, express or implied, is made by
Jefferies in relation to the contents of this announcement,
including its accuracy, completeness or verification, and nothing
in this announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or the
future. To the fullest extent permissible Jefferies accordingly
disclaims all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which it
might otherwise have in respect of this announcement.
This announcement may contain certain forward-looking statements
and information that both represents management's current
expectations or beliefs concerning future events and are subject to
known and unknown risks and uncertainties. These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms anticipates, believes, could,
estimates, expects, intends, may, plans, projects, should or will,
or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. The forward looking statements
in this presentation speak only as at the date of this
presentation. These statements and forecasts involve risk and
uncertainty because they relate to events and depend upon
circumstances that may occur in the future. There are a number of
factors which could cause actual results or developments to differ
materially from those expressed or implied by these forward looking
statements and forecasts. Further, certain forward looking
statements are based upon assumptions of future events which may
not prove to be accurate and neither the Group, Jefferies, Barclays
nor any of their respective subsidiary undertakings,
affiliates, agents or advisers or any such persons' directors,
officers, employees or agents, nor any other person accepts any
responsibility for the accuracy of the forward-looking statements
or opinions expressed herein or the underlying assumptions. Other
than in accordance with any legal or regulatory obligations
(including under the Listing Rules, the Disclosure Guidance and
Transparency Rules and the Prospectus Rules), no one undertakes to
update, supplement, amend or revise any such forward looking
statement. Nothing in this announcement should be construed as a
profit forecast. Past share performance cannot be relied on as a
guide to future performance.
This announcement is not intended to, and does not constitute,
or form part of, any offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. Countrywide shareholders are advised
to read carefully the formal documentation to follow. Any response
to the matters described herein should be made only on the basis of
the information in such formal documentation.
END
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END
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December 27, 2019 07:51 ET (12:51 GMT)
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