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Results of general meeting and class meeting in connection with the conditional purchase by the company of shares
RAVEN PROPERTY GROUP LIMITED
Incorporated in Guernsey
Company number 43371
LSE share code: RAV JSE share code: RAV
ISIN: GB00B0D5V538
("Raven" or the "Company")
RESULT OF GENERAL MEETING AND CLASS MEETING IN CONNECTION WITH THE CONDITIONAL PURCHASE BY THE COMPANY
OF ITS OWN ORDINARY SHARES AND THE CONDITIONAL PURCHASE OF EXISTING ORDINARY SHARES AND PREFERENCE SHARES
BY THE COMPANY AND ITS EXECUTIVE MANAGEMENT THROUGH A JOINT VENTURE
Raven is pleased to announce that at the General Meeting and Class Meeting, each held yesterday 6 May 2021, all
resolutions were duly passed.
Following the approvals at the General Meeting and Class Meeting, the conditions necessary for the conditional
purchase from the Invesco Funds:
• by the Company of the Company Buyback Shares;
• by Raven Holdings Limited (a newly formed company established as a 50:50 joint venture between the
Company and the Executive Management Team) of the Joint Venture Purchase Shares; and
• by the Placees of the Placing Shares,
have each been satisfied and settlement will occur on 11 May 2021. The 9,850,350 Company Buyback Shares
purchased by the Company pursuant to the buyback will be cancelled immediately upon settlement.
A summary of the votes lodged by proxy at the General Meeting is set out below:
Resolution For (see note 1) Against (see note 1) Number of Total votes
Number of % Number of % votes cast
votes votes withheld
(see note 2)
1* That, the terms of the 312,846,757 98.68 4,177,146 1.32 168,133 317,023,903
Company Buyback
Agreement, the Residual
Placing Preference Share
Backstop and the First
Loss Buyback be
approved.
2 That, the Company 309,582,672 97.65 7,441,231 2.35 168,133 317,023,903
Buyback, the Joint Venture
Purchase and the Residual
Placing Preference Share
Backstop (each classified
as a “related party
transaction” under the
Listing Rules and the
TISEA Listing Rules) be
approved.
3 That, the Raven Holdings 256,001,174 97.18 7,441,231 2.82 168,133 263,442,405
Arrangements (classified
as a “related party
transaction” under the
Listing Rules and the
TISEA Listing Rules) be
approved.
4 That, the Joint Venture 466,257,096 98.43 7,439,231 1.57 170,133 473,696,327
Transaction, the Residual
Placing Preference Share
Backstop and the Raven
Holdings Arrangements
(classified as a Class 1
transaction under the
Listing Rules) be
approved.
5 That, the Joint Venture 466,257,096 98.43 7,441,231 1.57 168,133 473,698,327
Purchase, the Company
Buyback and the First Loss
Buyback be approved for
the purposes of Listing
Rule 12.4.2A(R) and
TISEA Listing Rule 3.7.3
as a purchase by the
Company of 15 per cent. or
more of its issued ordinary
share capital, other than by
way of a tender offer.
*Special Resolution
IAM and the Invesco Funds, who are together interested in 156,674,424 Ordinary Shares representing
approximately 26.77% of the Ordinary Share Capital, were not eligible to vote on Resolution 1 (in respect of the
shares that are subject to the Company Buyback), 2 and 3 at the General Meeting.
The Executive Management Team, who are together interested in 58,404,872 Ordinary Shares representing
approximately 9.98% of the Ordinary Share Capital, were not eligible to vote on Resolution 3 at the General
Meeting.
A summary of the votes lodged by proxy at the Preference Shareholder Meeting is set out below:
Resolution For (see note 1) Against (see note 1) Number of Total votes
Number of % Number of % votes cast
votes votes withheld
(see note 2)
1* That all and any 97,466,425 93.44 6,845,094 6.56 402,278 104,311,519
Qualifying Distributions
that arise or may arise now
or in the future as a result
of, or in connection with,
the Proposed Transaction
and that such Qualifying
Distributions will not
count for the purposes of
assessing whether the
threshold in Article 2.6.8.1
is exceeded for any other
Qualifying Distributions.
*Special Resolution
Notes:
1. "Votes For" includes those giving the Chairman discretion and votes "For" and "Against" are expressed as
a percentage of votes received.
2. A "Vote Withheld" is not a vote in law and is not counted in the calculation of the votes "For" and "Against"
a resolution.
3. Total number of voting ordinary shares in issue at 6.00p.m. on 4 May 2021 was 585,353,766 Ordinary
Shares. 80.93% of voting capital was instructed (this excludes the 6,000,000 shares currently held as
Treasury shares).
4. Total number of Preference Shares in issue at 6.00p.m. on 4 May 2021 was 216,349,288 Preference Shares
48.21% of voting capital was instructed.
Copies of the resolutions passed at the General Meeting and Class Meeting will be available at the National Storage
Mechanism and are available for viewing online at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Defined terms used in this announcement shall have the same meaning as set out in the Circular to Ordinary
Shareholders dated 19 April 2021.
Expected Timetable
Settlement Date and completion of the Proposed Transaction 11.00 a.m. on 11 May 2021
7 May 2021
Enquiries
Raven Property Group Limited Tel: + 44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications (public relations Tel: +44 (0) 203 151 7008
adviser)
Tim Robertson
Fergus Young
N+1 Singer (UK joint broker) Tel: +44 (0) 20 7496 3000
Corporate Finance - James Maxwell / Alex Bond
Sales - Alan Geeves / James Waterlow
VTB Capital plc (Joint financial adviser) Tel: +44 (0) 203 334 8000
Alexander Metherell
Numis Securities Limited (UK joint broker) Tel: + 44 (0) 207 260 1000
Alex Ham / Jamie Loughborough / Nathan Brown /
George Shiel
Java Capital (South African Sponsor) Tel: +27 (11) 722 3050
Jean Tyndale-Biscoe / Andrew Brooking
Renaissance Capital (Russian broker) Tel: + 7 495 258 7770
David Pipia
Ravenscroft (TISE sponsor) Tel: + 44 (0) 1481 732746
Semelia Hamon
About Raven Property Group
Raven Property Group Limited was founded in 2005 to invest in class A warehouse complexes in Russia and lease
to Russian and International tenants. Its Ordinary Shares and Preference Shares are listed on the Main Market of
the London Stock Exchange and admitted to the Official List of the UK Listing Authority and the Official List of
The International Stock Exchange (“TISE”). Its Ordinary Shares also have a secondary listing on the main board
of the Johannesburg Stock Exchange and the Moscow Stock Exchange. The Group operates out of offices in
Guernsey, Moscow and Cyprus and has an investment portfolio of circa 1.9 million square metres of Grade "A"
warehouses in Moscow, St Petersburg, Rostov-on-Don, Novosibirsk and Nizhny Novgorod and 49,000 square
metres of commercial office space in St Petersburg. For further information visit the Company’s website:
www.theravenpropertygroup.com
Date: 07-05-2021 09:00:00
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