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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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