9 July 2020
SIG plc
("SIG" or the "Company")
Results of General Meeting
SIG is pleased to announce that, at the General Meeting of the Company held at 11 a.m. today, the Resolutions (as set out in the Notice of General Meeting found at the end of the combined circular and prospectus published on 19 June 2020 (the "Prospectus") were duly passed on a poll. The number of votes cast for and against each of the Resolutions, and the number of votes withheld, are detailed below:
| Resolution |
Votes for |
% of votes cast |
Votes against |
% of votes cast |
Total votes cast |
Total votes cast as a % of total voting rights |
Votes withheld |
| 1 |
328,756,765 |
91.35 |
31,134,818 |
8.65 |
359,891,583 |
60.84% |
136,669 |
| 2 |
356,671,363 |
99.11 |
3,205,607 |
0.89 |
359,876,970 |
60.84% |
151,283 |
| 3 |
328,729,478 |
91.35 |
31,147,221 |
8.65 |
359,876,699 |
60.84% |
151,553 |
| 4 |
244,439,500 |
89.73 |
27,988,003 |
10.27 |
272,427,503 |
46.05% |
87,600,749 |
| 5 |
201,171,771 |
55.93 |
158,536,641 |
44.07 |
359,708,412 |
60.81% |
167,644 |
Notes:
1. As at the date of the General Meeting, the total number of shares with voting rights in the Company was 591,556,982.
2. A "vote withheld" is not a vote in law and cannot be counted in the calculation of the percentage of votes for and against a resolution.
3. Resolution 4, which relates to a related party transaction involving IKO Enterprises Limited ("IKO"), was passed with IKO not voting on the resolution and without counting any votes attaching to the shares managed by IKO.
All resolutions were duly passed, and we would like to take this opportunity to thank our shareholders for their ongoing support.
Resolutions 1, 2, 4, and 5 were passed as ordinary resolutions and resolution 3 was passed as a special resolution.
In relation to resolution 5, the Board welcomes the majority support for the one-off payment of £375,000 to the CEO of the Company outside the terms of the Directors' Remuneration Policy but acknowledges that a significant number of votes were cast opposing the resolution. The Board intends to consult with shareholders on amendments to the Directors' Remuneration Policy, including with respect to long term incentive plan arrangements, over the coming months and will include consultation on resolution 5 with relevant shareholders as part of this process. The Board expects to provide an update on the Company's website on this consultation process and any actions taken or proposed to be taken within six months of today's date in accordance with the UK Corporate Governance Code 2018.
In accordance with Listing Rule 9.6.2R, a copy of the Resolutions will be submitted to the National Storage Mechanism, where it will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, a copy of the Resolutions will also be filed with Companies House. The results of the General Meeting held on 9 July 2020 will also be available to view on the Company's website at www.sigplc.com.
The passing of Resolutions 1, 2, 3 and 4 will enable the Company to proceed with the Capital Raise. The Capital Raise remains conditional upon, among other things:
(i) Admission becoming effective by not later than 8.00 a.m. on 10 July 2020 (or such later time and/or date as the Company and the Joint Bookrunners may agree, not being later than 8:00 a.m. on 27 July 2020); and
(ii) each of the CD&R Subscription Agreement and the Sponsors and Placing Agreement otherwise becoming unconditional in all respects and not having been terminated before Admission.
Applications have been made for the admission of 589,999,995 New Ordinary Shares to the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the London Stock Exchange's Main Market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 10 July 2019.
The New Ordinary Shares when issued will rank, from Admission, pari passu in all respects with the Existing Ordinary Shares and will have the right to receive all dividends and distributions declared in respect of Ordinary Shares of the Company after Admission.
The total issued share capital of SIG following Admission will be 1,181,556,977 Ordinary Shares and the total number of voting rights of the Company will be 1,181,556,977 and this figure may 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the Prospectus.
LEI: 213800VDC1BKJEZ8PV53
Important Notice: This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014. The person responsible for arranging the release of this announcement on behalf of the Company is Kulbinder Dosanjh.
Enquiries
SIG plc
Andrew Allner, Chairman +44 (0) 114 285 6300
Steve Francis, Chief Executive Officer +44 (0) 114 285 6300
Ian Ashton, Chief Financial Officer +44 (0) 114 285 6300
Lazard - Lead Financial Adviser
Cyrus Kapadia / Vasco Litchfield / Nick Fowler +44 (0) 20 7187 2000
Jefferies International Limited - Financial Adviser, Joint Sponsor & Joint Broker
Ed Matthews / Philip Noblet / Lee Morton / Will Soutar +44 (0) 20 7029 8000
Peel Hunt LLP - Financial Adviser, Joint Sponsor & Joint Broker
Charles Batten / Nicholas How / Sam Cann +44 (0) 20 7418 8900
FTI Consulting
Richard Mountain / Susanne Yule +44 (0) 20 3727 1340
Important notices
Lazard & Co., Limited (Lazard) and each of Jefferies International Limited (Jefferies) and Peel Hunt LLP (Peel Hunt) (together, in the case only of Jefferies and Peel Hunt, the Joint Bookrunners), which are each authorised and regulated in the UK by the FCA, are each acting exclusively for SIG plc and no one else in connection with the contents of this announcement, the Capital Raise or any other matters referred to in this announcement and will not regard any other person as a client in relation to the Capital Raise or any other matters referred to in this announcement and will not be responsible to anyone for providing the protections afforded to their clients nor for giving advice to any other person in relation to the contents of this announcement, the Capital Raise or any other matter or arrangement referred to in this announcement. Neither Lazard nor the Joint Bookrunners are responsible for the contents of this announcement.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either Joint Bookrunner, Lazard or by any of their respective affiliates, directors, employees, advisers or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Neither this announcement nor any copy of it nor the information contained in it and any related materials is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia) (subject to certain restrictions), Australia, its territories and possessions, Canada, Japan, South Africa, Malaysia, New Zealand or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement and the offering of the New Ordinary Shares may be restricted by law in certain jurisdictions.
The New Ordinary Shares to be issued or sold pursuant to the Firm Placing and Placing and Open Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (MiFID II); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the MiFID II Product Governance Requirements), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares to be issued in the Capital Raise have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the Target Market Assessment). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares to be issued in the Capital Raise provide no guaranteed income and no capital protection; and an investment in the New Ordinary Shares to be issued in the Capital Raise is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Capital Raise. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Jefferies and Peel Hunt will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the New Ordinary Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
Unless the context otherwise requires, all references to time are to London time.