TIDMTSCO
RNS Number : 8349O
Tesco PLC
11 February 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
11 February 2021
Tesco PLC
Results of General Meeting (Special Dividend and Share
Consolidation) and Listing and Trading Application
Further to the circular to shareholders published on 25 January
2021 (the "Circular"), Tesco PLC (the "Company") is pleased to
announce that the resolutions proposed at the General Meeting held
today, seeking approval for the proposed Special Dividend and
associated Share Consolidation and to renew the annual authorities
to enable the Company to make market purchases of its own shares,
as well as to allot New Ordinary Shares and to disapply pre-emption
rights, to cover the period between the date of the General Meeting
and the 2021 AGM, were duly passed by shareholders. Full details of
the poll results are as follows:
VOTES FOR % VOTES % VOTES TOTAL % of VOTES WITHHELD
AGAINST ISC
VOTED
To approve
the Special
Dividend 7,445,444,150 99.88 8,722,800 0.12 7,454,166,950 76.11% 1,554,180
-------------- ------ ------------ ----- -------------- ------- ---------------
To approve
the Share
Consolidation 7,437,932,670 99.80 14,850,823 0.20 7,452,783,493 76.10% 2,734,125
-------------- ------ ------------ ----- -------------- ------- ---------------
To authorise
the Directors
to allot shares 6,747,688,319 90.56 702,991,693 9.44 7,450,680,012 76.08% 4,736,795
-------------- ------ ------------ ----- -------------- ------- ---------------
To authorise
the Directors
to disapply
pre-emption
rights* 7,372,038,585 99.05 71,010,441 0.95 7,443,049,026 76.00% 12,325,951
-------------- ------ ------------ ----- -------------- ------- ---------------
To authorise
the Directors
to disapply
pre-emption
rights for
acquisitions
and capital
investment* 7,241,177,441 97.29 201,852,616 2.71 7,443,030,057 76.00% 12,339,306
-------------- ------ ------------ ----- -------------- ------- ---------------
To authorise
the Company
to purchase
its own shares* 7,271,205,816 97.69 171,979,021 2.31 7,443,184,837 76.00% 12,171,284
-------------- ------ ------------ ----- -------------- ------- ---------------
*Special resolutions
Full text of the resolutions is set out in the notice of general
meeting which formed part of the Circular.
Please note a 'vote withheld' is not a vote under English law
and is not counted in the calculation of votes 'for' and 'against'
a resolution or the total number of votes cast.
The total number of Tesco Shares in issue as at 6.30 p.m. on 9
February 2021, being the voting record time, was 9,793,496,572
ordinary shares. The Company does not hold any ordinary shares in
the capital of the Company in treasury. Therefore, the total voting
rights in the Company as at the voting record time were
9,793,496,572.
In accordance with Listing Rule 9.6.2, a copy of the resolutions
passed at the General Meeting will be submitted to the National
Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
In addition, a copy of the resolutions passed at the General
Meeting will be submitted to Euronext Dublin and therefore will
shortly be available for inspection at Euronext Dublin (Exchange
Buildings, Foster Place, Dublin 2).
A copy of this announcement, including results of the poll, will
also be displayed shortly on Tesco's website at
www.tescoplc.com/GM2021 .
Listing and Trading Application
In connection with the Special Dividend and associated Share
Consolidation, application has been made to (a) the Official List
of the Financial Conduct Authority and to trade on the London Stock
Exchange's main market for listed securities and (b) to a secondary
listing on the Official List of The Irish Stock Exchange plc,
trading as Euronext Dublin and to trading on the Euronext Dublin
Market operated by Euronext Dublin for a total of 7,731,707,820
ordinary shares of 6 (1) /(3) pence each to be admitted. Apart from
having a different nominal value, each New Ordinary Share will rank
equally in all respects with, and will carry the same voting and
dividend rights as, the Existing Ordinary Shares.
It is expected that dealings in the New Ordinary Shares will
commence at 8.00 a.m. on 15 February 2021 and that dealings in the
new ADSs will commence at 9.30 a.m. (New York time) on 16 February
2021.
Capitalised terms not otherwise defined in this Announcement
have the same meaning given to them in the Circular.
Enquiries:
Tesco Chris Griffith +44 (0) 170 794 0900
Investor Relations Christine Heffernan +44 (0) 330 678 0639
Philip Gawith
Media (Teneo) + 44 (0) 207 420 3143
Forward looking statements
This document contains statements which are, or may be deemed to
be, "forward looking statements" which are prospective in nature.
All statements other than statements of historical fact are forward
-- looking statements. They are based on current expectations and
projections about future events, and are therefore subject to risks
and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward -- looking statements. Often, but not always, forward
looking statements can be identified by the use of forward looking
words such as "plans", "expects", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", "believes", "targets", "aims", "projects" or words
or terms of similar substance or the negative thereof, are forward
-- looking statements, as well as variations of such words and
phrases or statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken,
occur or be achieved. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations. Forward -- looking statements include statements
relating to (a) future capital expenditures, expenses, revenues,
earnings, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects, (b) business and
management strategies and the expansion and growth of Tesco's
operations, and (c) the effects of global economic conditions on
Tesco's business.
Such forward -- looking statements involve known and unknown
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors may
cause actual results, performance or achievements of Tesco to be
materially different from any future results, performance or
achievements expressed or implied by the forward looking
statements. Important factors that could cause actual results,
performance or achievements of Tesco to differ materially from the
expectations of Tesco, include, among other things, general
business and economic conditions globally, industry trends,
competition,
changes in government and other regulation and policy, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, interest rates and currency fluctuations, changes in its business strategy, political and economic uncertainty, including as a result of global pandemics and other factors. Such forward -- looking statements should therefore be construed in light of such factors. Neither Tesco nor any of its directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward -- looking statements in this document will actually occur. You are cautioned not to place undue reliance on these forward -- looking statements, which speak only as of the date hereof. Other than in accordance with its legal or regulatory obligations, Tesco is not under any obligation and Tesco expressly disclaims any intention or obligation to update or revise any forward -- looking statements, whether as a result of new information, future events or otherwise.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. The information
disclosed in this announcement may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with laws and regulations of any jurisdiction outside of
England.
Tesco PLC's LEI number is: 2138002P5RNKC5W2JZ46
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END
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