Result of General Meeting
23 Juin 2009 - 2:28PM
UK Regulatory
TIDMDEB
RNS Number : 3608U
Debenhams plc
23 June 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA
ALL DEFINED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN
THE ANNOUNCEMENT MADE BY THE COMPANY AT 7:00AM ON 4 JUNE 2009, UNLESS OTHERWISE
DEFINED HEREIN.
Debenhams plc, Registration Number: 5448421
General Meeting
Debenhams plc held a general meeting for shareholders at 11 am today, 23 June
2009. All resolutions were put to the meeting and approved on a show of hands.
In accordance with Listing Rules 9.6.18 and 12.4.5, the following resolutions
are those which were passed at the meeting concerning special business:-
Resolution 1 - Authority to Increase the Authorised Share Capital
That, subject to and conditional upon Resolutions 2,3 and 4 being passed, the
authorised share capital of the Company be and is hereby increased from
GBP128,846.15 to GBP167,284.82 by the creation of 384,386,650 additional
Ordinary Shares of 0.01pence each ranking pari passu in all respects with the
existing ordinary shares of 0.01 pence each in the capital of the Company.
Resolution 2 - Authority to allot securities
That, subject to and conditional upon Resolutions 1, 3 and 4 being passed, the
Directors of the Company be and are hereby generally and unconditionally
authorised for the purposes of Section 80 of the Companies Act 1985 to exercise
all the powers of the Company to allot and issue relevant securities (within the
meaning of section 80(2) of the Companies Act 1985) up to an aggregate nominal
amount of GBP167,284.82 in connection with one or more issues of relevant
securities under the Capital Raising (as described and defined in the
Prospectus), provided that this authority shall (unless previously renewed,
varied or revoked) expire at the earlier of 15 months from the date of this
Resolution and the conclusion of the next Annual General Meeting of the Company
after the date on which this Resolution is passed, save that the Company may
before such expiry make any offers or agreements which would or might require
relevant securities to be allotted after such expiry and the Directors may allot
relevant securities in pursuance of any such offers or agreements as if this
authority had not expired. The authority granted by this Resolution shall be in
addition, and without prejudice, to all existing authorities to allot relevant
securities granted to the Directors.
Resolution 3 - Disapplication of pre-emption rights
That, subject to and conditional upon Resolutions 1, 2 and 4 being passed, the
Directors of the Company be and are hereby empowered pursuant to section 95(1)
of the Companies Act 1985 to allot equity securities (within the meaning of
section 94(2) to section 94(3A) of the Companies Act 1985) wholly for cash
pursuant to the authority conferred by Resolution 2, other than pursuant to the
Capital Raising, as if sub-section (1) of section 89 of the Companies Act 1985
did not apply to any such allotment, provided that this power shall be limited
to:-
* the allotment of equity securities in connection with a rights issue, open offer
or any other pre-emptive offer in favour of ordinary shareholders (excluding any
shareholder holding shares as treasury shares) (subject to such exclusions or
other arrangements as the Directors of the Company may deem necessary or
expedient to deal with fractional entitlements, legal or practical problems
arising in any overseas territory, the requirements of any regulatory body or
stock exchange or any other matter whatsoever);
* the allotment (otherwise than pursuant to Resolution 3(a) above) of equity
securities up to an aggregate nominal amount of GBP6,434 provided that this
authority shall (unless previously renewed, varied or revoked) expire at the
earlier of 15 months from the date of this Resolution and the conclusion of the
next Annual General Meeting of the Company after the date on which this
Resolution is passed, save that the Company may before such expiry make any
offers or agreements which would or might require relevant securities to be
allotted after such expiry and notwithstanding such expiry and the Directors may
allot relevant securities in pursuance of such offers or agreements as if this
authority had not expired. The authority granted by this Resolution shall be in
addition, and without prejudice, to all existing authorities to allot relevant
securities granted to the Directors.
Resolution 4 - Approval of the Terms of the Capital Raising
That subject
to and conditional upon Resolutions 1, 2 and 3 being passed, the terms of the
Capital Raising set out in the Prospectus be and are hereby approved and the
Directors of the Company be and are hereby directed to implement the Capital
Raising on the basis described in the circular and in the Prospectus and
generally and unconditionally authorised to exercise all the powers of the
Company to the extent the Directors determine necessary to implement the Capital
Raising
The total number of proxy votes received for each resolution 48 hours prior to
the meeting is set out below. The number of 0.01p ordinary shares in issue on 23
June 2009 was 882,825,016.
+------------+----------------+-------------+-----------+-----------+
| Resolution | Description | For | Against | Withheld |
| | | | | |
+------------+----------------+-------------+-----------+-----------+
| 1 | To | 507,429,546 | 107,251 | 4,852,479 |
| | increase | | | |
| | the | | | |
| | authorised | | | |
| | share | | | |
| | capital to | | | |
| | GBP167,284.82. | | | |
| | | | | |
+------------+----------------+-------------+-----------+-----------+
| 2 | To give | 507,439,246 | 102,251 | 4,847,779 |
| | the | | | |
| | directors | | | |
| | authority | | | |
| | to allot | | | |
| | shares. | | | |
| | | | | |
+------------+----------------+-------------+-----------+-----------+
| 3 | To | 506,674,590 | 848,612 | 4,866,074 |
| | disapply | | | |
| | pre-emption | | | |
| | rights. | | | |
| | | | | |
+------------+----------------+-------------+-----------+-----------+
| 4 | To | 506,645,529 | 888,915 | 4,854,832 |
| | approve | | | |
| | the | | | |
| | terms of | | | |
| | the | | | |
| | Capital | | | |
| | Raising | | | |
| | and | | | |
| | authorise | | | |
| | the | | | |
| | directors | | | |
| | to | | | |
| | implement | | | |
| | the | | | |
| | Capital | | | |
| | Raising. | | | |
| | | | | |
+------------+----------------+-------------+-----------+-----------+
This announcement should be read in conjunction with the full text of the
Prospectus published by Debenhams on 5 June 2009. A copy of the Prospectus is
available from the registered office of Debenhams plc at 1 Welbeck Street,
London W1G 0AA and on the Debenhams website at www.debenhamsplc.com . The
Prospectus is also available for inspection during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted) at the offices of
Freshfields Bruckhaus Deringer LLP at 65 Fleet Street, London EC4Y 1HS up to and
including the date of Admission.
Neither the content of Debenhams' website nor any website accessible by
hyperlinks to Debenhams' website is incorporated in, or forms part of, this
Announcement. The distribution of this Announcement, the Prospectus and any
other documentation associated with the Firm Placing and Open Offer and/or the
transfer of the Firm Placed Shares and the Open Offer Shares into jurisdictions
other than the United Kingdom may be restricted by law. Persons into whose
possession these documents come should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions may constitute
a violation of the securities laws of any such jurisdiction. In particular, such
documents should not be distributed, forwarded to or transmitted, directly or
indirectly, in whole or in part, in or into the Restricted Jurisdictions or the
or the United States. No action has been taken by Debenhams that would permit an
offer of the Firm Placed Shares or the Open Offer Shares or possession or
distribution of this Announcement, the Prospectus or any other Capital Raising
or publicity material or the Application Forms in any jurisdiction where action
for that purpose is required, other than in the United Kingdom.
The Firm Placed Shares, and the Open Offer Shares (collectively, the "New
Ordinary Shares") have not been, and will not be, registered under the
Securities Act or under any relevant securities laws of any state or other
jurisdiction of the United States and, accordingly, and may not be offered,
sold, taken up, exercised, resold, or delivered, directly or indirectly, in the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and in compliance with the state
securities. The New Ordinary Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities commission in the
United States or any other regulatory authority in the United States, nor have
any of the foregoing authorities passed upon or endorsed the merits of the
Capital Raising or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United States. This
Announcement may not be released, published or distributed, directly or
indirectly, in whole or in part, in or into the United States.
The New Ordinary Shares also have not been and will not be registered under the
securities laws of Restricted Jurisdictions or any state, province or territory
thereof and may not be offered, sold, taken up, exercised, resold, or delivered,
directly or indirectly, within such jurisdictions except pursuant to an
applicable exemption from and in compliance with any applicable securities laws.
There will be no public offer in any of the Restricted Jurisdictions.
This Announcement is for information purposes only and does not constitute or
form part of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in any jurisdiction and
should not be relied upon in connection with any decision to subscribe for or
acquire any of the New Ordinary Shares.
In particular, this Announcement does not constitute or form part of any offer
to issue or sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States or the Restricted
Jurisdictions.
The Banks, which are authorised and regulated in the UK by the Financial
Services Authority, are acting for Debenhams and no one else in connection with
the Capital Raising and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the Capital Raising
and will not be responsible to anyone other than Debenhams for providing the
protections afforded to their respective clients or for providing advice in
relation to the Capital Raising or any matters referred to in this Announcement.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of Debenhams for the current or future financial years would necessarily
match or exceed the historical published earnings per share of Debenhams.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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