10 Aug 2009 15:25
10 August 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION INCLUDING BUT NOT LIMITED TO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR THE UNITED STATES
Findel plc ('Findel')
Result of General Meeting
The Board of Findel is pleased to announce that the Resolutions proposed at the General Meeting today to approve the proposed Firm Placing and Placing and Open Offer of 404,312,124 New Ordinary Shares and other related matters were duly passed without amendment by the required majority.
Further details of the Resolutions were set out in a combined prospectus and circular to shareholders of Findel published on 24 July 2009 (the "Prospectus").
The proxy votes for each resolution were as follows:
| General Meeting Resolutions numbered as per Notice of Meeting | For | Against | Abstentions | |||
| Number | % | Number | % | Number | ||
| 1 | To authorise the Directors to exceed the borrowing limit under the Articles | 55,700,598 | 95.83 | 2,426,754 | 4.17 | 140,318 |
| 2 | To approve the related party transactions pursuant to the Firm Placing | 34,057,523 | 92.31 | 2,835,384 | 7.69 | 21,374,763 |
| 3 | To approve an increase in the Company's authorised share capital | 55,293,354 | 95.12 | 2,835,962 | 4.88 | 138,354 |
| 4 | To authorise the Directors to allot shares | 55,294,318 | 95.12 | 2,834,998 | 4.88 | 138,354 |
| 5 | To authorise the Directors to disapply statutory pre-emption rights (special resolution) | 55,460,168 | 95.41 | 2,668,148 | 4.59 | 139,354 |
| 6 | To approve the terms of the capital raising (including the discount) | 55,294,318 | 95.12 | 2,834,998 | 4.88 | 138,354 |
In accordance with Listing Rule 9.6.2, two copies of the Resolutions have been submitted to the UK Listing Authority and will be available for inspection at the UK Listing Authority's Document Viewing Facility which is situated at thee Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
The Firm Placing and Placing and Open Offer remain conditional upon the Underwriting Agreement becoming unconditional in all respect and upon Admission.
Set out below is the expected timetable of principal events in relation to the Firm Placing and Placing and Open Offer.
| Event | Time and/or date |
| Announce the results of the Capital Raising through a Regulatory Information Service | 8.00 a.m. on 11 August 2009 |
| Admission and commencement of dealings in the New Ordinary Shares | 8.00 a.m. on 11 August 2009 |
| New Ordinary Shares in uncertified form expected to be credited to accounts in CREST | 8.00 a.m. on 11 August 2009 |
| Despatch of definitive share certificates for the New Ordinary Shares in certificated form | By 18 August 2009 |
This announcement should be read in conjunction with the full text of the Prospectus. A copy of the Prospectus is available for inspection at the UK Listing Authority's Document Viewing Facility (see details above). In addition, copies of the Prospectus are available for inspection at the registered office of Findel at Burley House, Bradford Road, Ilkley, West Yorkshire LS29 7DZ during usual business hours on any weekday (public holidays excepted) up to and including Admission and the Prospectus has also been published at www.findel.co.uk.
Definitions used in the Prospectus shall have the same meanings when used in this announcement unless the context otherwise requires.
For more information, please contact:
| Findel plc Keith Chapman, Chairman Patrick Jolly, Chief Executive Chris Hinton, Finance Director | +44 (0)1943 864686 |
| Hawkpoint Partners Limited Paul Baines / Alastair Rogers | +44 (0)20 7665 4500 |
| J.P. Morgan Cazenove Limited Luke Bordewich / Shona Graham | +44 (0)20 7588 2828 |
| Financial Dynamics Jonathon Brill / Billy Clegg / Caroline Stewart | +44 (0)20 7831 3113 |
Important notice:
This announcement does not constitute an offer to sell or a solicitation of an offer to buy or subscribe for any securities in any jurisdiction. Any purchase of or application for the New Ordinary Shares under or in connection with the Capital Raising should only be made on the basis of information contained in the Prospectus published in connection with the Capital Raising and any supplement thereto.
The distribution of this announcement and the Capital Raising may be restricted by law in certain jurisdictions. Persons to whose attention this announcement comes are required by the Company, Hawkpoint Partners Limited and J.P.Morgan Cazenove Limited to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement and the information contained herein are not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or Australia or any jurisdiction in which such publication or distribution is unlawful.
This announcement (including the terms and conditions set out herein) does not constitute an offer of securities for sale in the United States or any of the other Excluded Territories and none of the New Ordinary Shares have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state of the United States or any of the Excluded Territories. The New Ordinary Shares may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States except pursuant to an effective registration statement under the Securities Act or pursuant to a valid exemption from registration or to any national, resident or citizen of any other Excluded Territory.
The New Ordinary Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offer of the New Ordinary Shares or the accuracy or adequacy of the Prospectus or this announcement. Any representation to the contrary is a criminal offence in the United States.
Hawkpoint Partners Limited, which is authorised and regulated by the Financial Services Authority, is acting exclusively for the Company and for no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing any advice in relation to the Capital Raising, or the contents of this announcement or any transaction, arrangement or matter referred to herein.
J.P. Morgan Cazenove Limited, which is authorised and regulated by the Financial Services Authority, is acting exclusively for the Company and for no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing any advice in relation to the Capital Raising, or the contents of this announcement or any transaction, arrangement or matter referred to herein.
No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per share for the current or future financial years would necessarily match or exceed the historical published earnings per share.
This announcement has been issued by Findel and is the sole responsibility of Findel.