Source - LSE Regulatory
RNS Number : 8474X
Raven Property Group Limited
07 May 2021
 

7 May 2021

 

 

Raven Property Group Limited ("Raven" or the "Company")

 

Result of General Meeting and Class Meeting in connection with the conditional purchase by the Company of its own ordinary shares and the conditional purchase of existing ordinary shares and preference shares by the Company and its executive management through a joint venture

 

Raven is pleased to announce that at the General Meeting and Class Meeting, each held yesterday 6 May 2021, all resolutions were duly passed.

 

Following the approvals at the General Meeting and Class Meeting, the conditions necessary for the conditional purchase from the Invesco Funds:

·      by the Company of the Company Buyback Shares;

·      by Raven Holdings Limited (a newly formed company established as a 50:50 joint venture between the Company and the Executive Management Team) of the Joint Venture Purchase Shares; and

·      by the Placees of the Placing Shares,

have each been satisfied and settlement will occur on 11 May 2021. The 9,850,350 Company Buyback Shares purchased by the Company pursuant to the buyback will be cancelled immediately upon settlement.

 

A summary of the votes lodged by proxy at the General Meeting is set out below:

 

Resolution

For (see note 1)

Against (see note 1)

Number of votes withheld (see note 2)

Total votes cast

Number of votes

%

Number of votes

%

1*

That, the terms of the Company Buyback Agreement, the Residual Placing Preference Share Backstop and the First Loss Buyback be approved.

312,846,757

98.68

4,177,146

1.32

168,133

317,023,903

2

That, the Company Buyback, the Joint Venture Purchase and the Residual Placing Preference Share Backstop (each classified as a "related party transaction" under the Listing Rules and the TISEA Listing Rules) be approved.

309,582,672

97.65

7,441,231

2.35

168,133

317,023,903

3

That, the Raven Holdings Arrangements (classified as a "related party transaction" under the Listing Rules and the TISEA Listing Rules) be approved.

256,001,174

97.18

7,441,231

2.82

168,133

263,442,405

4

That, the Joint Venture Transaction, the Residual Placing Preference Share Backstop and the Raven Holdings Arrangements (classified as a Class 1 transaction under the Listing Rules) be approved.

466,257,096

98.43

7,439,231

1.57

170,133

473,696,327

5

That, the Joint Venture Purchase, the Company Buyback and the First Loss Buyback be approved for the purposes of Listing Rule 12.4.2A(R) and TISEA Listing Rule 3.7.3 as a purchase by the Company of 15 per cent. or more of its issued ordinary share capital, other than by way of a tender offer.

466,257,096

98.43

7,441,231

1.57

168,133

473,698,327

 

*Special Resolution

 

IAM and the Invesco Funds, who are together interested in 156,674,424 Ordinary Shares representing approximately 26.77% of the Ordinary Share Capital, were not eligible to vote on Resolution 1 (in respect of the shares that are subject to the Company Buyback), 2 and 3 at the General Meeting.

 

The Executive Management Team, who are together interested in 58,404,872 Ordinary Shares representing approximately 9.98% of the Ordinary Share Capital, were not eligible to vote on Resolution 3 at the General Meeting.

 

A summary of the votes lodged by proxy at the Preference Shareholder Meeting is set out below:

 

Resolution

For (see note 1)

Against (see note 1)

Number of votes withheld (see note 2)

Total votes cast

Number of votes

%

Number of votes

%

1*

That all and any Qualifying Distributions that arise or may arise now or in the future as a result of, or in connection with, the Proposed Transaction and that such Qualifying Distributions will not count for the purposes of assessing whether the threshold in Article 2.6.8.1 is exceeded for any other Qualifying Distributions.

97,466,425

93.44

6,845,094

6.56

402,278

104,311,519

 

*Special Resolution

 

Notes:

1. "Votes For" includes those giving the Chairman discretion and votes "For" and "Against" are expressed as a percentage of votes received.

2. A "Vote Withheld" is not a vote in law and is not counted in the calculation of the votes "For" and "Against" a resolution.

3. Total number of voting ordinary shares in issue at 6.00p.m. on 4 May 2021 was 585,353,766 Ordinary Shares. 80.93% of voting capital was instructed (this excludes the 6,000,000 shares currently held as Treasury shares).

4. Total number of Preference Shares in issue at 6.00p.m. on 4 May 2021 was 216,349,288 Preference Shares 48.21% of voting capital was instructed.

 

Copies of the resolutions passed at the General Meeting and Class Meeting will be available at the National Storage Mechanism and are available for viewing online at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

Defined terms used in this announcement shall have the same meaning as set out in the Circular to Ordinary Shareholders dated 19 April 2021.

 

Expected Timetable

 

Settlement Date and completion of the Proposed Transaction

 

11.00 a.m. on 11 May 2021

 

 

 

Enquiries

 

Raven Property Group Limited

Anton Bilton

Glyn Hirsch

 

Tel: + 44 (0) 1481 712955

Novella Communications (public relations adviser)

Tim Robertson

Fergus Young

 

Tel: +44 (0) 203 151 7008

N+1 Singer (UK joint broker)

Corporate Finance - James Maxwell / Alex Bond

Sales - Alan Geeves / James Waterlow

 

Tel: +44 (0) 20 7496 3000 

VTB Capital plc (Joint financial adviser)

Alexander Metherell

 

Tel: +44 (0) 203 334 8000

Numis Securities Limited (UK joint broker)

Alex Ham / Jamie Loughborough / Nathan Brown / George Shiel

 

Tel: + 44 (0) 207 260 1000

Java Capital (South African Sponsor)

Jean Tyndale-Biscoe / Andrew Brooking            

 

Tel: +27 (11) 722 3050

Renaissance Capital (Russian broker)

David Pipia

 

Tel: + 7 495 258 7770

Ravenscroft (TISE sponsor)

Semelia Hamon

 

Tel: + 44 (0) 1481 732746

 

About Raven Property Group

 

Raven Property Group Limited was founded in 2005 to invest in class A warehouse complexes in Russia and lease to Russian and International tenants. Its Ordinary Shares and Preference Shares are listed on the Main Market of the London Stock Exchange and admitted to the Official List of the UK Listing Authority and the Official List of The International Stock Exchange ("TISE"). Its Ordinary Shares also have a secondary listing on the main board of the Johannesburg Stock Exchange and the Moscow Stock Exchange. The Group operates out of offices in Guernsey, Moscow and Cyprus and has an investment portfolio of circa 1.9 million square metres of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don, Novosibirsk and Nizhny Novgorod and 49,000 square metres of commercial office space in St Petersburg. For further information visit the Company's website: www.theravenpropertygroup.com

 

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
ROMKQLFBFELXBBQ
Find out how to deal online from £1.50 in a SIPP, ISA or Dealing account. AJBell logo

Related Charts