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RAVEN PROPERTY GROUP LIMITED - Result of Annual General Meeting, Directorate change and Tender Offer

Release Date: 31/05/2019 16:00
Code(s): RAV     PDF:  
 
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Result of Annual General Meeting, Directorate change and Tender Offer

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 Annual General Meeting, Directorate change and Tender Offer

Raven announces that, at the Annual General Meeting (“AGM”) of the Company held at 10:00 a.m. today,
the resolutions set out in the Notice of 2019 AGM dated 29 April 2019, were duly passed following a poll
on each resolution.

Defined terms used in this announcement shall have the same meaning as set out in the Notice of 2019
AGM or Tender Offer circular to Shareholders both dated 29 April 2019.

Annual General Meeting Poll Results

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      To receive the       538,967,952   97.40%     14,411,850     2.60%         4,791    553,379,802
       Annual Report
       and Accounts
2      To approve the       475,910,565   86.00%     77,469,236   14.00%           4,791   553,379,801
       Directors’
       Remuneration
       Report
3      To re-appoint        471,065,232   85.13%     82,313,672   14.87%           5,688   553,378,904
       Richard Jewson
4      To re-appoint        531,364,393   96.02%     22,014,512     3.98%          5,688   553,378,905
       Anton Bilton
5      To re-appoint        538,964,518   97.40%     14,414,387     2.60%          5,688   553,378,905
       Glyn Hirsch
6      To re-appoint        538,964,518   100.00%         6,465     0.00%     14,413,610   538,970,983
       Mark Sinclair
7      To re-appoint        538,962,667   100.00%         8,316     0.00%     14,413,610   538,970,983
       Colin Smith
8      To re-appoint        463,344,823   83.76%     89,805,472   16.24%         234,297   553,150,295
       Christopher
       Sherwell
9      To re-appoint        519,410,342   93.90%     33,739,953     6.10%        234,297   553,150,295
       David Moore
10     To re-appoint        538,964,518   97.40%     14,414,387     2.60%          5,688   553,378,905
       Michael Hough
11     To re-appoint        552,124,564   99.77%      1,255,238     0.23%          4,791   553,379,802
       Ernst & Young
       as auditors
12     To authorise the     545,274,064   98.54%      8,105,737     1.46%          4,791   553,379,801
       Directors to fix
       the
       remuneration of
       the auditors
13     To authorise the     538,964,886   97.40%     14,414,916     2.60%          4,791   553,379,802
       Directors to allot
       ordinary shares,
       convertible
       preference
       shares and
       preference
       shares
14*    To authorise the    553,374,738    100.00%            5,064     0.00%           4,791    553,379,802
       Company to
       make market
       purchases of its
       ordinary shares
15*    To authorise the    538,966,816      97.40%     14,412,986      2.60%           4,791    553,379,802
       Company to
       make market
       purchases of its
       convertible
       preference
       shares
16*    To authorise the    553,374,738    100.00%            5,064     0.00%           4,791    553,379,802
       Company to
       make market
       purchases of its
       preference
       shares
17*    To authorise the    545,273,146      98.54%       8,106,655     1.46%           4,791    553,379,801
       Company to
       make market
       purchases of its
       ordinary shares
       pursuant to the
       tender offer buy
       back
18*    To dis-apply        538,964,886      97.40%     14,414,019      2.60%           5,688    553,378,905
       pre-emption
       rights on the
       issue of ordinary
       shares
19*    To dis-apply        538,964,886      97.40%     14,414,019      2.60%           5,688    553,378,905
       pre-emption
       rights on the
       issue of ordinary
       shares for a
       specific
       transaction

VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHAREHOLDER

As the Company has a controlling shareholder, Invesco Asset Management Limited (as agent for and on
behalf of its discretionary managed clients), as defined in the Financial Conduct Authority's Listing Rules,
each resolution to elect an independent director (resolutions 8, 9 and 10) has under Listing Rule 9.2.2E
been approved by a majority of the votes cast by:
    - the shareholders of the Company as a whole; and
    - the independent shareholders of the Company, that is, all the shareholders entitled to vote on
      each resolution excluding the controlling shareholder as shown in the table 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)
8     To re-appoint        269,478,072    75.00%     89,805,472      25.00%         234,297    359,283,544
      Christopher
      Sherwell
9     To re-appoint        325,543,591    90.61%     33,739,953       9.39%         234,297    359,283,544
      David Moore
10    To re-appoint        345,097,767    95.99%     14,414,387       4.01%            5,688   359,512,154
       Michael Hough

*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. The total number of Ordinary Shares in issue at 6.00 p.m. on 29 May 2019 was 625,004,011, 88.54% of the voting capital was
instructed.

Changes to Directors

As set out in the Company’s 2018 Annual Report, Stephen Coe stepped down as a Director of the
Company with effect from today. Michael Hough who was reappointed at today’s AGM will now become
chairman of the Audit Committee.

Results of the Tender Offer and change to conversion factor

Raven can confirm that a total of 287,776,478 Ordinary Shares have been tendered in connection with
the Tender Offer. Tenders for up to and including the Tender Offer Entitlement of 2 Ordinary Share for
every 51 Ordinary Shares at 45 pence per share will be met in full. Tenders received for surplus Ordinary
Shares will be met at the rate of 0.011873681 Ordinary Shares for each surplus Ordinary Share tendered
over and above the tender offer entitlement of 2 for 51, rounded down to the nearest whole Ordinary
Share.

The 24,509,961 Ordinary Shares purchased by the Company pursuant to the Tender Offer will be
cancelled and this will result in a payment of approximately £11 million by the Company. Payment will be
made to shareholders by 12 June 2019.

Following the Tender Offer and in accordance with the Articles the conversion factor of the Convertible
Preference Shares (ISIN: GG00BYVFCC74) has been adjusted to 1.553.

In accordance with Listing Rule 9.6.2R, copies of resolutions 14 to 19 passed at today’s Annual General
Meeting and copies of the resolutions passed at today’s class meetings will be submitted to the National
Storage     Mechanism       and     will  shortly     be     available   for    viewing    online    at:
http://www.morningstar.co.uk/uk/nsm.


31 May 2019
JSE Sponsor: Rencap Securities (Pty) Limited



Enquiries

 Raven Property Group Limited                                                            Tel: + 44 (0) 1481 712955
 Anton Bilton
 Glyn Hirsch

 Novella Communications                                                                  Tel: +44 (0) 203 151 7008
 Tim Robertson
 Fergus Young

 N+1 Singer                                                                              Tel: +44 (0) 20 7496 3000
 Corporate Finance - James Maxwell / James Moat
 Sales - Alan Geeves / James Waterlow

 Numis Securities Limited                                                                Tel: + 44 (0) 207 260 1000
 Alex Ham / Jamie Loughborough / Alasdair Abram

 Renaissance Capital (South Africa)                                                      Tel: +27 (11) 750 1448
 Yvette Labuschagne
 Renaissance Capital (Moscow)                                                            Tel: + 7 495 258 7770
 David Pipia

 Ravenscroft                                                                             Tel: + 44 (0) 1481 729100
 Jade Cook


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. Its convertible preference shares are admitted to the Official List of TISE and to trading on the
SETSqx market of the London 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: 31/05/2019 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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