Workspace Regulatory News (WKP)

13 Feb 2009 11:30



THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED  STATES,  AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

13 February 2009 

Workspace Group PLC

("Workspace")

Result of General Meeting

Workspace announces that all of the following resolutions put forward at today's General Meeting were passed:

Resolution 1: - Authority to offer shareholders a scrip dividend 

Resolution 2: - Increase of authorised share capital and authority to allot shares pursuant to the Rights Issue

76,016,606 shares were voted in favour of Resolution 1, representing 99.96 per cent. of the votes cast and 43.6 per cent. of total voting capital. 

73,645,840 shares were voted in favour of Resolution 2, representing 97.13 per cent. of the votes cast and 42.2 per cent. of total voting capital. 

Workspace General Meeting Result:*

* All resolutions were carried on a show of hands.

** A vote withheld is not a vote in law and is not counted in the calculations of the proportion of votes cast "for" and "against" a resolution.

Resolution 1 gives authority to the Directors to offer Shareholders, at their option, the opportunity to receive their dividends in shares as an alternative to receiving dividends in cash. As stated in the combined circular and prospectus dated 28 January 2009 (the "Prospectus"), the Directors will not propose the payment of a scrip dividend without consideration of the tax implications for the Company, particularly in light of its REIT status and the requirement to pay UK profits from its qualifying rental businesses by way of a property income distribution (PID).

The Directors have noted recent press comment where H M Revenue & Customs has confirmed that "under the current legislation the technical view is that a stock dividend does not qualify as a PID for the purposes of a REIT". The Directors continue to believe that the flexibility to pay dividends in the form of either cash or shares is advantageous to both Shareholders and the Company and will therefore continue its discussions with the relevant authorities.

Resolution 2 enables the directors to effect the Rights Issue and to issue the New Ordinary Shares. An application has been made to the UK Listing Authority for 871,764,035 New Ordinary Shares (nil paid and fully paid) to be admitted to the Official List and to trading on the main market of the London Stock Exchange.

It is expected that Admission will take place and that dealings in the New Ordinary Shares (nil paid) on the London Stock Exchange's main market will commence at 8.00 a.m. on 16 February 2009. It is expected that Nil Paid Rights will be credited to the stock accounts of Qualifying CREST Shareholders and enabled in CREST as soon as practicable after 8.00 a.m. on 16 February 2009. It is expected that Provisional Allotment Letters in relation to the New Ordinary Shares to be issued pursuant to the Rights Issue will be posted later today. The latest time for acceptance and payment in full under the Rights Issue is 11.00 a.m. on 10 March 2009. It is expected that dealings in the New Ordinary Shares (fully paid) on the London Stock Exchange's main market will commence at 8.00 a.m. on 11 March 2009.

Words and expressions defined in the Prospectus have the same meaning in this announcement unless the context requires otherwise.

In accordance with the rules of the UK Listing Authority, copies of the resolutions passed at the General Meeting will shortly be available for inspection at the Financial Services Authority's Document Viewing Facility which is situated at: the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS (telephone 020 7066 1000).

Contacts:

This announcement is not a prospectus but an advertisement and investors should not subscribe for any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares being issued in connection with the Rights Issue except on the basis of the information contained in the Prospectus. 

This announcement does not constitute an offer to issue or sell, or the solicitation of an offer to acquire or buy, securities in the capital of Workspace in the United States, Australia, Canada, Japan or the Republic of South Africa or in any other jurisdiction in which such an offer or solicitation is unlawful.

This announcement is not for distribution, directly or indirectly, in or into the United States, Canada, Japan or the Republic of South Africa.

The Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States or under the securities laws of Australia, Canada, Japan or the Republic of South Africa. The Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares may not be offered, sold or distributed within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the applicable securities laws of any state or other jurisdiction of the United States. There has been no, nor will there be any, public offer of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares in the United States.

Neither the content of Workspace's website nor any website accessible by hyperlinks on Workspace's website is incorporated in, or forms part of, this announcement.

The distribution of this announcement and/or the Prospectus and/or the Provisional Allotment Letters and/or the transfer of the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this announcement comes 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.