TIDMGRI
RNS Number : 0847J
Grainger PLC
30 November 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
30 November 2018
Grainger plc (the "Company")
Results of General Meeting and posting of Provisional Allotment
Letters
The Company announces that, at the General Meeting held today,
the resolution proposed to approve the acquisition of GRIP REIT plc
(as set out in full in the Notice of General Meeting included in
the Prospectus dated 14 November 2018) was passed on a show of
hands as an ordinary resolution (the "Resolution").
Proxies were received by the Company from Shareholders in
advance of the General Meeting as follows:
Ordinary Resolution For Against Total Votes
Votes Withheld
Votes % Votes %
--------------------------- ------------ ------ ---------- ----- ------------ ----------
To approve the acquisition
1 of GRIP REIT plc 318,777,089 98.44 5,063,025 1.56 323,840,114 386,173
--------------------------- ------------ ------ ---------- ----- ------------ ----------
As at the date of the General Meeting, there were 417,339,625
ordinary shares of 5p each in issue (excluding treasury
shares).
Helen Gordon, Chief Executive of the Company, said:
"We are pleased today to receive the strong positive support of
our shareholders to accelerate our strategy through taking full
ownership of GRIP, a GBP700m PRS portfolio. This acquisition will
reinforce Grainger's position as the UK's market leader in the
private rented sector and will deliver enhanced shareholder
returns."
The Acquisition will be funded by the Company's GBP346.7 million
Rights Issue which has been fully underwritten by J.P. Morgan
Cazenove and Numis.
The Record Date for entitlement under the Rights Issue was 5.00
pm on 28 November 2018. Provisional Allotment Letters are expected
to be posted today to Qualifying Non-CREST Shareholders (other
than, subject to certain exceptions, Excluded Shareholders). CREST
stock accounts of Qualifying CREST Shareholders (other than,
subject to certain exceptions, Excluded Shareholders), are expected
to be credited with Nil Paid Rights in respect of the New Ordinary
Shares as soon as practicable after 8.00 a.m. on 3 December
2018.
Application will be made to the UKLA for 194,758,491 New
Ordinary Shares to be admitted to the premium segment of the
Official List and to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on the main market for listed
securities of the London Stock Exchange. This includes an
application of an additional 9,578 New Ordinary Shares allotted in
connection with the Rights Issue in respect of 20,525 ordinary
shares which were issued following the exercise of options by
employees under the Grainger plc Save As You Earn Share Option
Schemes after the publication of the Prospectus.
It is expected that Admission of the New Ordinary Shares (Nil
Paid) will occur at or around 8.00 a.m. on 3 December 2018.
The latest time and date for acceptance, payment in full and
registration of renunciation of Provisional Allotment Letters is
expected to be 11.00 a.m. on 17 December 2018.
Capitalised terms used in this announcement have the meanings
given to them in the combined prospectus and class 1 circular dated
14 November 2018 (the "Prospectus"), which is available on the
Company's website (www.graingerplc.co.uk) and may be inspected at
the registered office of the Company at Citygate, St James'
Boulevard, Newcastle upon Tyne, NE1 4JE during normal business
hours on any Business Day up to and including the date of
Admission.
A copy of this announcement confirming the voting figures will
be displayed shortly on the Company's website at
www.graingerplc.co.uk.
In accordance with the Listing Rules of the Financial Conduct
Authority, a copy of the Resolution will shortly be submitted to
the National Storage Mechanism and will be available for inspection
at www.morningstar.co.uk/uk/NSM.
For further information, please contact:
Grainger plc
Helen Gordon, Chief Executive Officer
Vanessa Simms, Chief Financial Officer
Kurt Mueller, Director of Corporate Affairs
Telephone: +44 (0) 20 7940 9500
Camarco
Ginny Pulbrook
Geoffrey Pelham-Lane
Tom Huddart
Telephone: +44 (0) 203 757 4992
J.P. Morgan Cazenove (Lead Financial Adviser, Joint Bookrunner
and Joint Broker to Grainger)
Bronson Albery
Barry Meyers
Telephone: +44 (0) 207 742 4000
Numis Securities Limited (Sponsor, Joint Bookrunner and Joint
Broker to Grainger)
Heraclis Economides
Richard Thomas
Ben Stoop
Telephone: +44 (0)20 7260 1000
Kempen (Financial Adviser)
Dick Boer
Thomas ten Hoedt
Telephone: +31 20 348 8500
IMPORTANT NOTICE
The contents of this announcement have been prepared by and are
the sole responsibility of Grainger.
This announcement is not a prospectus but an advertisement and
investors should not acquire any securities referred to in this
announcement except on the basis of the information contained in
the Prospectus. The information contained in this announcement is
for background purposes only and does not purport to be full or
complete. No reliance may be placed by any person for any purpose
on the information contained in this announcement or its accuracy,
fairness or completeness.
Neither the content of Grainger's website nor any website
accessible by hyperlinks on Grainger's website is incorporated in,
or forms part of, this announcement.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain exceptions, this announcement, the Prospectus and the
Provisional Allotment Letters should not be distributed, forwarded
to or transmitted in or into in any jurisdiction where to do so
might constitute a violation of local securities laws or
regulations, including the United States, Australia, Canada, Japan
and South Africa.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States. This
announcement does not constitute or form part of an offer of
securities for sale or solicitation of an offer to purchase
securities in the United States, Australia, Canada, Japan, South
Africa or in any other jurisdiction in which such offer may be
restricted. The securities referred to in this announcement have
not been, and will not be, registered under the US Securities Act
of 1933, as amended (the "Securities Act"), or the securities laws
of any state in the United States and may not be offered or sold in
the United States, except in reliance on an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act. There will be no public
offering of securities in the United States.
Each of J.P. Morgan Cazenove, which is authorised in the United
Kingdom by the Prudential Regulation Authority (the "PRA") and
regulated in the United Kingdom by the Financial Conduct Authority
(the "FCA") and the PRA, and Numis (together with J.P. Morgan
Cazenove, the "Banks"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for the Company
and no one else in connection with the Acquisition and the Rights
Issue and will not be responsible to anyone other than the Company
for providing the protections afforded to clients of the Banks, nor
for providing advice in relation to the Acquisition, the Rights
Issue or any other matters referred to in this announcement.
Neither the Banks nor any of their respective affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, tort or, under statute or
otherwise) to any person who is not a client of the Banks in
connection with this announcement, any statement contained in
herein or otherwise.
Kempen & Co N.V. ("Kempen") which is authorised and
regulated in the Netherlands by the Dutch Authority for Financial
Markets (AFM) is acting exclusively for the Company and to no one
else in connection with the Acquisition and will not be responsible
to anyone other than the Company for providing advice in relation
to the Acquisition. Kempen, nor any of its respective affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, tort or, under
statute or otherwise) to any person in connection with this
announcement, any statement contained in herein or otherwise.
This announcement does not constitute a recommendation
concerning the Rights Issue. The price and value of securities can
go down as well as up. Past performance is not a guide to future
performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
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.
END
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