THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED AND/OR INCORPORATED BY REFERENCE IN THE PROSPECTUS PUBLISHED BY MJ GLEESON PLC IN CONNECTION WITH THE PROPOSED SCHEME REFERRED TO BELOW. THE PROSPECTUS IS AVAILABLE ON MJ GLEESON GROUP PLC'S WEBSITE AND HAS BEEN SUBMITTED TO THE NATIONAL STORAGE MECHANISM AND IS AVAILABLE FOR INSPECTION AT www.Hemscott.com/nsm.do.
M J Gleeson Group Public Limited Company
Result of Court Meeting and General Meeting
26 November 2014
On 4 November 2014, M J Gleeson Group Public Limited Company (the "Company", "MJ Gleeson" or "Old MJ Gleeson") announced that it had posted a circular to shareholders (the "Circular") setting out proposals to change its corporate structure by introducing a new parent company, MJ Gleeson PLC as the new holding company of the Company, by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), and to implement a restructuring of the Company and its subsidiary undertakings (together with the Scheme, the "Proposals"). The Proposals are subject, inter alia, to approval by Scheme Shareholders at the Court Meeting and approval by Old MJ Gleeson Shareholders at the General Meeting, as set out in the Circular published on 4 November 2014.
The Company is pleased to announce that at the Court Meeting and General Meeting, held earlier today, all of the resolutions contained in the notices of the Meetings in the Circular were duly passed by the requisite majority.
Results of the Court Meeting
Voting at the Court Meeting to approve the Scheme was conducted by poll and the results were as follows (53,697,481 Old MJ Gleeson Shares were eligible to vote at the Court Meeting):
|
Number of Shareholders who voted |
% of Shareholders who voted |
Number of Old MJ Gleeson Shares voted |
% of Old MJ Gleeson Shares voted |
Number of Old MJ Gleeson Shares voted as a % of total Old MJ Gleeson Shares |
For |
148 |
94.27% |
40,788,933 |
99.92% |
75.96% |
Against |
9 |
5.73% |
31,578 |
0.08% |
0.06% |
Total |
157 |
100.00% |
40,820,511 |
100.00% |
76.02% |
Results of the General Meeting
Voting at the General Meeting to approve each of the resolutions below was also conducted by poll and the results were as follows (53,697,481 Old MJ Gleeson Shares were eligible to vote at the General Meeting):
Resolutions |
For / Discretionary |
Against |
Withheld |
|
Number of votes |
% of votes cast |
Number of votes |
% of votes cast |
Number of votes |
Special Resolution 1 |
40,903,597 |
97.68% |
972,887 |
2.32% |
0 |
Special Resolution 2 |
40,893,646 |
97.67% |
973,622 |
2.33% |
9,216 |
Special Resolution 3 |
40,898,649 |
97.66% |
977,835 |
2.34% |
0 |
Ordinary Resolution 4 |
40,461,816 |
96.67% |
1,395,933 |
3.33% |
18,735 |
Notes:
1. A 'Withheld' vote is not a vote in law and is not counted in the calculation of the proportion of the votes 'for' and 'against' a resolution.
2. MJ Gleeson's issued share capital on 26 November 2014 is 53,697,481 and the number of votes per share is one.
The full text of each resolution is contained in the Notice of Court Meeting and Notice of General Meeting, which form part of the Circular and is available on the Company's website, www.mjgleeson.com.
In accordance with paragraph 9.6.2 of the Listing Rules, copies of the resolutions will be submitted to the National Storage Mechanism and will shortly be available at www.morningstar.co.uk/uk/NSM.
Completion of the Scheme remains subject to the sanction of the High Court, the hearing in respect of which is expected to take place on 18 December 2014. As previously announced, the last day of trading in the Company's Shares is expected to be 17 December 2014, the Scheme Record Time being 6 p.m. that day. The Old MJ Gleeson Shares are expected to be suspended with effect from 7.30 a.m. on 18 December 2014, with the Court Hearing to sanction the Scheme and the Old MJ Gleeson Capital Reduction to be held that day. As previously announced these dates and times may be subject to change.
All defined terms in this announcement have the same meaning as those defined in the Circular, which is available to download from MJ Gleeson's website (www.mjgleeson.com) and the National Storage Mechanism (www.morningstar.co.uk/uk/NSM).
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAWS.
Enquiries:
MJ Gleeson Group Tel: +44 1252 360 300
Jolyon Harrison Chief Executive Officer
Alan Martin Chief Financial Officer
Instinctif Tel: +44 20 7457 2020
Mark Garraway
Helen Tarbet
N+1 Singer
Shaun Dobson Tel: +44 20 7496 3000
Gillian Martin
Emily Watts
