Result of EGM (0179I)
07 Juin 2011 - 4:01PM
UK Regulatory
TIDMCHU
RNS Number : 0179I
Chaucer Holdings PLC
07 June 2011
For immediate release 7 June 2011
CHAUCER HOLDINGS PLC ('Chaucer')
RESULT OF COURT MEETING AND GENERAL MEETING
Court Meeting
Chaucer is pleased to announce that the proposed resolution to
approve the Scheme of Arrangement between the Company and the
Scheme Shareholders, as set out in the circular published on 11 May
2011 and the supplementary circular published on 20 May 2011, was
duly passed by the requisite majority at the Court Meeting held
earlier today.
Valid proxy votes were received over a total of 325,942,067
ordinary shares of the Company, representing 59.47% of the total
number of votes capable of being cast. A poll was conducted on the
proposed resolution and the results are detailed below:
Cards Votes % of vote % of capital
--------- ------ ------------ ---------- -------------
For 392 323,953,497 99.36 59.11
--------- ------ ------------ ---------- -------------
Against 79 2,090,570 0.64 0.38
--------- ------ ------------ ---------- -------------
Total 471 326,044,067 100.00 59.49
--------- ------ ------------ ---------- -------------
General Meeting
Chaucer is pleased to announce that the proposed special
resolution to approve implementation of the Scheme of Arrangement
between the Company and the Scheme Shareholders, to approve the
reduction of the capital of Chaucer and to approve other certain
related matters, as set out in the circular published on 11 May
2011 and supplementary circular published on 20 May 2011, was duly
passed by the requisite majority at the Company's General Meeting
held earlier today.
Valid proxy votes (including votes withheld) were received over
a total of 329,159,024 ordinary shares of the Company, representing
60.06% of the total number of votes capable of being cast. A poll
was conducted on the proposed resolution and the results are
detailed below:
Cards Votes % of vote % of capital
--------------------- ------ ------------ ---------- -------------
For 372 322,989,166 99.35 58.93
--------------------- ------ ------------ ---------- -------------
Against 81 2,102,821 0.65 0.38
--------------------- ------ ------------ ---------- -------------
Total without votes
withheld 453 325,091,987 100.00 59.31
--------------------- ------ ------------ ---------- -------------
Votes withheld 8 4,169,307 - 0.76
--------------------- ------ ------------ ---------- -------------
In accordance with paragraph 9.6.2 of the Listing Rules, a copy
of the special resolution passed at the General Meeting has been
submitted to the National Storage Mechanism and will shortly be
available for inspection at: www.hemscott.com/nsm.do.
Implementation of the Scheme remains subject to the High Court
of Justice for England and Wales sanctioning the Scheme and
confirming the associated reduction of Chaucer's share capital at
the Court Hearing which is currently expected to take place on 28
June 2011. Subject to the Scheme receiving the sanction and
confirmation of the Court on this date, the Effective Date of the
Scheme is expected to be 1 July 2011.
It is also expected that the listing and dealings in Chaucer
Shares will be suspended with effect from 5.00 p.m. on 30 June 2011
and, if the Scheme becomes effective, the cancellation of the
admission to trading of Chaucer Shares on the London Stock
Exchange's main market for listed securities and the admission of
Chaucer Shares to the Official List will in each case take place by
no later than 8.00 a.m. on 2 July 2011. The consideration due to
Scheme Shareholders will be sent no later than 14 days after the
Effective date.
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the circular published on 11
May 2011 and the supplementary circular published on 20 May
2011.
Enquiries:
The Hanover Tel: +1 508 855 1000
Oksana Lukasheva, Investor Relations
Michael Buckley, Media Relations
Goldman Sachs International Tel: +44 (0) 20 7774 1000 (Sole
financial adviser to The Hanover)
Tom Vandever
Nimesh Khiroya
Chaucer Tel: +44 (0) 20 7397 9700
Bob Stuchbery, Chief Executive
Kinmont Tel: +44 (0) 20 7087 9100 (Joint financial adviser to
Chaucer)
John O'Malley
Mat Thackery
Willis Capital Markets & Advisory Tel: +44 (0) 20 3124 6000
(Joint financial adviser to Chaucer)
Michiel Bakker
John Philipsz
Numis Securities Limited Tel: +44 (0) 20 7260 1000 (Corporate
broker to Chaucer)
Oliver Hemsley
Charles Farquhar
Citigate Dewe Rogerson Tel: +44 (0) 20 7638 9571 (PR adviser to
Chaucer)
Justin Griffiths
Sarah Gestetner
This information is provided by RNS
The company news service from the London Stock Exchange
END
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