18 June 2021
Raven Property Group Limited ("Raven" or the "Company")
Result of Annual General Meeting and Tender Offer
Raven announces that, at the Annual General Meeting ("AGM") of the Company held at 10:30 a.m. today, the resolutions set out in the Notice of 2021 AGM dated 19 May 2021, were duly passed following a poll on each resolution.
Defined terms used in this announcement shall have the same meaning as set out in the Notice of 2021 AGM and Tender Offer circular, both dated 19 May 2021.
Annual General Meeting Poll Results
| 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 |
To receive the Annual Report and Accounts |
453,432,810 |
99.99 |
32,888 |
0.01 |
1,001 |
453,465,698 |
| 2 |
To approve the Directors' Remuneration Report |
434,036,602 |
95.72 |
19,422,698 |
4.28 |
7,399 |
453,459,300 |
| 3 |
To approve the Remuneration Policy |
420,352,091 |
92.70 |
33,107,209 |
7.30 |
7,399 |
453,459,300 |
| 4 |
To re-appoint Richard Jewson |
431,762,273 |
95.24 |
21,575,825 |
4.76 |
128,601 |
453,338,098 |
| 5 |
To re-appoint Anton Bilton |
450,465,681 |
99.37 |
2,872,418 |
0.63 |
128,600 |
453,338,099 |
| 6 |
To re-appoint Glyn Hirsch |
450,464,681 |
99.37 |
2,872,418 |
0.63 |
128,600 |
453,337,099 |
| 7 |
To re-appoint Mark Sinclair |
450,467,181 |
99.99 |
20,918 |
0.01 |
2,978,600 |
450,488,099 |
| 8 |
To re-appoint Colin Smith |
450,467,181 |
99.99 |
58,418 |
0.01 |
2,941,100 |
450,525,599 |
| 9 |
To re-appoint David Moore |
303,725,288 |
94.79 |
16,696,207 |
5.21 |
133,045,204 |
320,421,495 |
| 10 |
To re-appoint Michael Hough |
430,228,400 |
94.90 |
23,109,698 |
5.10 |
128,601 |
453,338,098 |
| 11 |
To re-appoint Russell Field |
450,467,181 |
99.37 |
2,870,918 |
0.63 |
128,600 |
453,338,099 |
| 12 |
To re-appoint Philip Swire |
450,467,181 |
99.37 |
2,870,918 |
0.63 |
128,600 |
453,338,099 |
| 13 |
To re-appoint Ernst & Young as auditors |
453,431,310 |
99.99 |
34,388 |
0.01 |
1,001 |
453,465,698 |
| 14 |
To authorise the Directors to fix the remuneration of the auditors |
453,455,032 |
99.99 |
10,667 |
0.01 |
1,000 |
453,465,699 |
| 15 |
To authorise the Directors to allot ordinary shares and preference shares |
452,933,761 |
99.88 |
531,938 |
0.12 |
1,000 |
453,465,699 |
| 16 |
To approve the Rule 9 Waiver |
116,742,865 |
75.48 |
37,932,502 |
24.52 |
132,924,002 |
154,675,367 |
| 17* |
To authorise the Company to make market purchases of its ordinary shares |
442,567,159 |
97.60 |
10,898,539 |
2.40 |
1,001 |
453,465,698 |
| 18* |
To authorise the Company to make market purchases of its preference shares |
453,393,985 |
99.98 |
71,713 |
0.02 |
1,001 |
453,465,698 |
| 19* |
To authorise the Company to make market purchases of its ordinary shares pursuant to the tender offer buy back |
446,418,447 |
98.45 |
7,047,251 |
1.55 |
1,001 |
453,465,698 |
| 20* |
To dis-apply pre-emption rights on the issue of ordinary shares |
447,215,779 |
98.62 |
6,249,920 |
1.38 |
1,000 |
453,465,699 |
| 21* |
To dis-apply pre-emption rights on the issue of ordinary shares for a specific transaction |
447,192,057 |
98.62 |
6,273,641 |
1.38 |
1,001 |
453,465,698 |
*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. The total number of Ordinary Shares in issue at 6.00 p.m. on 16 June 2021 was 579,290,442, 78.28% of the voting capital was instructed.
4. The Concert Party, who are together interested in 169,893,859 Ordinary Shares representing approximately 29.33% of the Ordinary Share Capital, were not eligible to vote on Resolution 16 at the AGM.
In accordance with the UK Corporate Governance code ( the "Code") provision 4, following the 24.52% of votes received against and 132,924,002 votes withheld on resolution 16, the waiver of the rule 9 requirements, the Board intends to engage with shareholders to further understand the reasons behind their voting decisions and will provide an update in no later then 6 months time in accordance with the Code.
Raven can confirm that a total of 12,797,072 Ordinary Shares have been tendered in connection with the Tender Offer. Tenders for up to and including the Tender Offer Entitlement of 1 Ordinary Share for every 32 Ordinary Shares at 40 pence per share will be met in full. This will result in a payment of approximately £5.1 million by the Company. Payment will be made to shareholders by 28 June 2021. All 12,797,072 Ordinary Shares purchased by the Company pursuant to the Tender Offer will be cancelled.
Copies of the resolutions passed at the AGM will be available at National Storage Mechanism and will shortly be available for viewing online at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
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 |
| 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
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