TIDMBREE
RNS Number : 5931X
Breedon Group PLC
26 April 2023
26 April 2023
BREEDON GROUP PLC
Result of Scheme Meetings and Annual General Meeting
On 29 March 2023, Breedon Group plc (the "Company" and together
with its subsidiaries, "Breedon" or the "Group") announced the
publication of the circular (the "Scheme Document") in relation to
the proposed reorganisation of the Group by which a new holding
company of the Group incorporated in England and Wales ("New
Breedon") would be introduced by way of a scheme of arrangement
(the "Scheme").
The board of directors of Breedon announce that a Jersey court
meeting (the "Court Meeting") was convened today at 2:15pm to
approve the Scheme, and a scheme general meeting (the "Scheme
General Meeting") to approve the special resolution, as detailed
within Part 8 of the Scheme Document, occurred thereafter at
2:30pm.
The Company is pleased to announce that all resolutions proposed
at the Court Meeting and Scheme General Meeting were duly passed by
the requisite majority of shareholders. The resolutions and voting
outcomes are set out below. Capitalised terms used in this
announcement shall, unless otherwise defined, have the meanings set
out in Part 8 of the Scheme Document
Results of the Court Meeting
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
73.37 per cent by value of those Scheme Shares voted, voted in
favour of the resolution to approve the Scheme. The table below
sets out the results of the resolution proposed at the Court
Meeting:
Number of % of Scheme Number of % of Scheme Number of
Scheme Shares Shares voted Scheme Shareholders Shareholders Scheme Shares
voted who voted who voted voted as
a % of the
issued share
capital entitled
to vote on
the Scheme
For 1,243,229,157 94.19 212 90.21 73.37
--------------- -------------- --------------------- -------------- ------------------
Against 76,686,943 5.81 23 9.79 4.53
--------------- -------------- --------------------- -------------- ------------------
Total 1,319,916,100 100.00 235 100.00 77.90
--------------- -------------- --------------------- -------------- ------------------
Results of the Scheme General Meeting
At the Scheme General Meeting, the special resolution to
authorise (amongst other things) the implementation of the Scheme
was duly passed by Breedon Shareholders. The table below sets out
the results of the resolution proposed at the Scheme General
Meeting:
Number of % of Breedon
Breedon Shares voted
Shares voted
For 1,237,447,466 94.16
-------------- --------------
Against 76,694,951 5.84
-------------- --------------
Total 1,314,142,417 100.00
-------------- --------------
Annual General Meeting
The Annual General Meeting of Breedon (the "AGM") was also held
on 26 April 2023 at Pinnacle House, Breedon on the Hill, Derby,
DE73 8AP at 2:00pm.
All resolutions were duly passed on a poll and the results of
each resolution were as follows:
Ordinary resolutions:
Votes for % in favour Votes against Votes total Votes withheld
--- ----------------------------------
To adopt the Financial Statements
and the reports of the Directors
and of the Auditor for
1 the year ended 31 December 2022 1,309,253,031 100.00 59,290 1,312,118,841 2,806,520
---------------------------------- -------------- ------------ -------------- -------------- ---------------
2 To reappoint the Auditor 1,305,015,300 99.47 6,902,031 1,312,118,841 201,510
---------------------------------- -------------- ------------ -------------- -------------- ---------------
3 To authorise Directors to 1,310,717,878 99.91 1,232,752 1,312,118,841 168,211
determine the fee payable to the
Auditor
---------------------------------- -------------- ------------ -------------- -------------- ---------------
4 To approve the Directors' 1,275,901,377 97.26 35,911,563 1,312,118,841 305,901
Remuneration Report
---------------------------------- -------------- ------------ -------------- -------------- ---------------
5 To approve a final dividend 1,311,947,743 100.00 24,230 1,312,118,841 146,868
---------------------------------- -------------- ------------ -------------- -------------- ---------------
6 To reappoint Amit Bhatia as a 1,300,488,958 99.13 11,353,567 1,312,118,841 276,316
Director of the Company
---------------------------------- -------------- ------------ -------------- -------------- ---------------
7 To reappoint James Brotherton as 1,307,858,163 99.69 4,002,475 1,312,118,841 258,203
a Director of the Company
---------------------------------- -------------- ------------ -------------- -------------- ---------------
8 To reappoint Carol Hui as a 1,309,336,387 99.80 2,596,908 1,312,118,841 185,546
Director of the Company
---------------------------------- -------------- ------------ -------------- -------------- ---------------
9 To reappoint Pauline Lafferty as 1,280,298,753 97.59 31,559,502 1,312,118,841 260,586
a Director of the Company
---------------------------------- -------------- ------------ -------------- -------------- ---------------
10 To reappoint Helen Miles as a 1,309,259,324 99.80 2,598,617 1,312,118,841 260,900
Director of the Company
---------------------------------- -------------- ------------ -------------- -------------- ---------------
11 To reappoint Clive Watson as a 1,305,277,175 99.50 6,565,036 1,312,118,841 276,630
Director of the Company
---------------------------------- -------------- ------------ -------------- -------------- ---------------
12 To reappoint Rob Wood as a 1,308,541,595 99.75 3,319,043 1,312,118,841 258,203
Director of the Company
---------------------------------- -------------- ------------ -------------- -------------- ---------------
To authorise Directors to allot
13 shares 1,271,179,886 96.89 40,741,010 1,312,118,841 197,945
---------------------------------- -------------- ------------ -------------- -------------- ---------------
Special resolutions:
Votes for % in favour Votes against Votes total Votes withheld
---- ---------------------------------
To disapply pre-emption rights
in relation to the allotment of
14 shares 1,281,046,805 97.64 30,898,323 1,312,118,841 173,713
--------------------------------- -------------- ------------ -------------- -------------- ---------------
15 To authorise the Directors to 1,218,490,151 92.88 93,454,278 1,312,118,841 174,412
allot shares issued for an
acquisition without applying
pre-emption
rights
--------------------------------- -------------- ------------ -------------- -------------- ---------------
16 To authorise the Company to 1,231,234,363 99.53 5,796,960 1,312,118,841 75,087,518
purchase its own shares
--------------------------------- -------------- ------------ -------------- -------------- ---------------
Notes:
1. Votes 'For' include those votes giving the Chair discretion.
2. The number of ordinary shares in issue at 6.00 p.m. on 24
April 2023 was 1,694,428,520. Shareholders are entitled to one vote
per share.
3. A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes validly cast.
Next Steps
The Scheme remains subject to the approval of the Court at the
hearing scheduled for 9:00am on 16 May 2023, and certain other
conditions as set out in Part 2 of the Scheme Document.
The indicative timetable of the key milestones outstanding under
the Scheme remains as set out on page 9 of the Scheme Document and
is also set out below:
The following dates are indicative only and are subject
to change(1)
Expected date of publication 11 May 2023
of the Prospectus by New Breedon
----------------------------
Sanction Hearing (to sanction 9.00 a.m. on 16 May 2023
the Scheme)
----------------------------
Scheme Record Time 6.00 p.m. on 16 May 2023
----------------------------
Last day of dealings in, and 16 May 2023
for the registration of transfers
of, and disablement in CREST
of, Breedon Shares on AIM
----------------------------
Effective Date 16 May 2023(2)
----------------------------
Cancellation of admission to by 8.00 a.m. on 17 May 2023
trading of Breedon Shares on
AIM
----------------------------
Admission of New Breedon Shares 8.00 a.m. on 17 May 2023
to listing on the premium listing
segment of the Official List
and to trading on the Main
Market and commencement of
dealings
----------------------------
Crediting of New Breedon Shares 8.00 a.m. on 17 May 2023
to CREST accounts
----------------------------
Share certificates for New by 1 June 2023
Breedon Shares expected to
be despatched within 10 Business
Days of Admission
----------------------------
Long Stop Date 30 June 2023(3)
----------------------------
1. These dates are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme;
and (iii) the Court Order is delivered to the Jersey Registrar of
Companies. Participants in Breedon Share Plans will be contacted
separately to inform them of the effect of the Scheme on their
rights under Breedon Share Plans, including details of any
appropriate proposals being made and dates and times relevant to
them.
2. Following sanction of the Scheme by the Court, the Scheme
will become Effective in accordance with its terms upon a copy of
the Court Order being delivered to the Jersey Registrar of
Companies. This is presently expected to occur on 16 May 2023,
subject to satisfaction or (where capable of waiver), waiver of the
Conditions.
3. This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as Breedon and New Breedon may agree (and as the Court
may allow, should such approval be required).
Enquiries:
Breedon Group plc +44 (0) 1332 694010
Rob Wood, Chief Executive Officer
James Brotherton, Chief Financial Officer
Louise Turner-Smith, Head of Investor Relations +44 (0) 7860 911909
+44 (0) 207 634
Moelis (Financial Adviser to Breedon) 3500
Mark Aedy, Daniel Muldoon, Andrew Welby
+44 (0) 20 7260
Numis (Sponsor, NOMAD and joint broker) 1000
Ben Stoop, Oliver Hardy (NOMAD)
+44 (0) 20 7991
HSBC (Joint broker) 8888
Sam McLennan, Joe Weaving
+44 (0) 20 3128
MHP (Public relations adviser) 8193
Reg Hoare, Rachel Farrington, Charles Hirst breedon@mhpgroup.com
About Breedon Group plc
Breedon Group plc, a leading vertically-integrated construction
materials group in Great Britain and Ireland, delivers essential
products to the construction sector. Breedon holds 1bn tonnes of
mineral reserves and resources with long reserve life, supplying
value-added products and services, including specialty materials,
surfacing and highway maintenance operations, to a broad range of
customers through its extensive local network of quarries,
ready-mixed concrete and asphalt plants.
The Group's two well-invested cement plants are actively engaged
in a number of carbon reduction practices, which include utilising
alternative raw materials and lower carbon fuels. Breedon's 3,700
colleagues embody our commitment to 'Make a Material Difference' as
the Group continues to execute its strategy to create sustainable
value for all stakeholders, delivering growth through organic
improvement and acquisition in the heavyside construction materials
market.
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END
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