Source - PRN

22 June 2017

NATIONAL MILK RECORDS PLC

(‘NMR’ or the ‘Company’)

Result of General Meeting

Result of General Meeting

National Milk Records plc, the NEX Exchange Growth Market traded leading supplier of dairy and livestock services, is pleased to announce that all the Resolutions proposed at the General Meeting of the Company held on 21 June 2017 were duly passed, with more than 99% of votes being cast in favour of the Resolutions.

Accordingly, a total of 13,399,230 New Ordinary Shares have been allotted and admitted to trading today on the NEX Exchange Growth Market under the Subscription and the Settlement Proposals, as described in the circular to NMR shareholders dated 1 June 2017 (the “Circular”).

The lump sum cash payment of £10.13 million to the Trustees of the Fund and the payment of £3.3 million to Genus are expected to take place on 23 June 2017, on which date the Flexible Apportionment Arrangement is expected to complete and Withdrawal is expected to become effective. The disposal of NMR’s subsidiary, Iminex, and completion of the Collaboration Agreement between the Company and Genus are also expected to take place on 23 June 2017.

Significant Shareholders

The Company is aware of the following significant shareholdings in the Company following Admission:

Shareholder Shareholding on Admission % of Enlarged Issued Share Capital
WCM 6,310,000 29.71
LIC 4,194,880 19.75
CCML 2,942,334 13.85
Genus 2,120,000 9.98

Genus and LIC have entered into the agreement as referred to in paragraph 7 of the Circular, which restricts each of them from (i) selling their Ordinary Shares to certain parties; and (ii) accepting or approving any arrangement that would result in certain parties having Control (as that term is defined in the City Code on Takeovers and Mergers) of the Company.  As a result of this agreement, Genus and LIC are deemed to be a Concert Party (as that term is defined in the City Code on Takeovers and Mergers).  The terms of the agreement state that it shall automatically terminate immediately prior to either LIC or Genus acquiring further Ordinary Shares such that they would have an aggregate interest in 30% or more of the voting rights of the Company.  If the agreement so terminates Genus and LIC will only cease to be deemed to be a Concert Party if the Panel on Takeovers and Mergers so consents.

Employee Benefit Trust

As envisaged in the Circular, a total of 300,000 Ordinary Shares have been allotted to the National Milk Records Employee Benefit Trust.

Total Voting Rights

On completion of the Proposals and following the issue of the EBT Shares, the Company therefore has 21,239,702 Ordinary Shares in issue, each share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. The total number of voting rights in the Company is therefore 21,239,702.

The above figure of 21,239,702 should be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

The Directors of the Company are responsible for the contents of this announcement.

NMR Chairman, Philip Kirkham, said, “I am delighted that shareholders have overwhelmingly approved our withdrawal from the Milk Pension Fund. This allows us to focus our resources on the commercial and strategic development of NMR, free from the restrictions and obligations imposed by participation in the Fund.  Looking ahead, we are confident that we can facilitate the robust growth of our core offering, rebuild our historic balance sheet and attract new investors to support us as we strengthen our position as a leading supplier of milk recording and livestock services in the UK.”

For further information please contact:

National Milk Records plc
Andy Warne, Managing Director

Mark Frankcom, Finance Director             

+44 (0) 7970 009 141
andyw@nmr.co.uk
+44 (0) 7458 002 444
markf@nmr.co.uk
Peterhouse Corporate Finance Limited
Mark Anwyl or Duncan Vasey

+44 (0) 20 7469 0930

St Brides Media Partners
Isabel de Salis
Olivia Vita


+44 (0) 20 7236 1177

Details of the proxy votes received in respect of the Resolutions are as follows:

Resolution Total shares voted FOR % AGAINST % WITHHELD %
1. To grant authority to the Directors, subject to the passing of resolution 3, to allot the New Ordinary Shares. (ordinary resolution)
4,259,169

4,256,077

99.93

3,092

0.07


2. To grant authority to the Directors to allot securities in addition to the New Ordinary Shares. (ordinary resolution)
4,259,169

4,256,397

99.93

2,772

0.07


3. Subject to the passing of resolution 1, to disapply statutory pre-emption rights in respect of the allotment of the New Ordinary Shares. (special resolution)
4,257,569

4,254,477

99.93

3,092

0.07

1.600

4. Subject to the passing of resolution 2, to disapply statutory pre-emption rights in respect of the allotment of securities for cash in addition to the New Ordinary Shares. (special resolution)
4,257,249

4,248,687

99.80

8,562

0.20

1,920

Notes:

  1. Any proxy appointments which gave discretion to the Chairman have been included in the “FOR” total.

  2. A “VOTE WITHHELD” is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution and is not included in the total proxy votes received for each resolution.

  3. A total of 7,540,472 Ordinary Shares were in issue at the date of the General Meeting.

    Defined terms used in this announcement shall, unless otherwise stated, have the meanings respectively ascribed to them in the Circular, which is available on the Company's website at www.nmr.co.uk.

-  Ends -