TIDMCPP
RNS Number : 0449C
CPPGroup Plc
13 January 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO THE UNITED STATES, AUSTRALIA, CANADA OR THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
CPPGROUP PLC
13 January 2015
Result of General Meeting & Board Changes
CPPGroup Plc (CPP or the Group) held its General Meeting for
shareholders this morning and is pleased to announce that all
resolutions proposed and set out in the Notice of General Meeting
were duly passed. Consequently, the Group will proceed with the
Proposals described in the announcement published on 23 December
2014, including (among other things) to: (i) cancel the admission
of the Ordinary Shares to the Official List (premium segment) and
to remove such Ordinary Shares from trading on the Main Market of
the London Stock Exchange; (ii) apply for the Ordinary Shares to be
admitted to trading on AIM; and (iii) raise in aggregate GBP20.0
million (approximately GBP17.9 million net of expenses) by way of a
non-preemptive placing of 666,666,667 Placing Shares at 3 pence per
Placing Share, conditional on admission to AIM. Additionally,
following the passing of the necessary resolutions, the
reorganisation of the Company's share capital to subdivide and
re-designate each of the existing ordinary shares of 10 pence each
into one new ordinary share of 1 penny each and one new deferred
share of 9 pence each becomes unconditionally effective today.
Duncan McIntyre, Non-Executive Chairman, commented:
"CPP has made significant progress to stabilise and strengthen
the Group and I am delighted by the support we have received which
will enable CPP to embark on the next stage of its development. As
I leave the Group, I want to express my thanks to the Board and the
management team for the strong support that I have received and
thank everyone at CPP for their hard work."
Brent Escott, Chief Executive Officer, commented:
"Today's positive outcome in favour of our proposals is
excellent news for CPP and completes another critical step to
secure our future. This is very positive for our customers, our
people and allows the Company to continue on its journey and invest
in future growth. The Board would like to thank new and existing
shareholders for their support and in particular our Business
Partners for their support and on-going commitment and also
Barclays Bank PLC as on-going senior lender. We would also like to
thank Duncan McIntyre and Les Owen, who are leaving the Board
today, for their dedication and support."
As previously announced, the net proceeds of the Placing of
approximately GBP17.9 million will be used for the prepayment in
part of the Group's Bank Facility (including certain prepayment
fees), satisfaction of the Group's obligations in relation to the
settlement of the Deferred Commission and interest thereon, to
invest in a modern, cost-effective IT infrastructure and system for
the Group and to provide additional capital to fund in part
elements of the Group's Business Transformation programme and
related costs of change, as set out in the Group's statement on 23
December 2014.
In addition, the Group is also pleased to announce the
appointment of Mr Eric Anstee as Non-Executive Chairman with
immediate effect. Mr Anstee succeeds Duncan McIntyre, who announced
his intention to step down on 29 August 2014. Duncan has provided
immense support to the Board during an important period to
stabilise and strengthen the Group for its future development. The
Board wishes to express its sincere thanks to Duncan for his
leadership and guidance, and to Mr Les Owen who has also stepped
down as an Independent Non-Executive Director; a process to
identify a suitable successor is currently underway.
A copy of the resolutions passed at the General Meeting has been
submitted to the National Storage Mechanism and will shortly be
available for inspection at www.hemscott.com/nsm.do or
www.morningstar.co.uk.
Details of the proxy votes cast for each resolution are below
and available on the Company's website www.cppgroupplc.com.
Resolution In Favour Against Withheld
+ Discretion
To approve the sub-division
and re-designation of the
ordinary share capital of
1 the Company. 133,791,014 14,111 3,000
----------------------------------- -------------- ---------- -----------
To authorise the amendment
of the articles of association
2 of the Company. 133,791,014 14,111 3,000
----------------------------------- -------------- ---------- -----------
To give the Directors authority
to allot shares pursuant
to section 551 of the Companies
3 Act 2006. 133,791,014 14,111 3,000
----------------------------------- -------------- ---------- -----------
To give the Directors authority
to allot shares as if s561(1)
of the Companies Act 2006
4 did not apply. 133,781,924 23,201 3,000
----------------------------------- -------------- ---------- -----------
To authorise the participation
of Mr Hamish Ogston in the
5 Placing. 37,448,300 15,946 12,090
----------------------------------- -------------- ---------- -----------
To authorise the participation
of Schroder Investment Management
6 Limited in the Placing. 111,478,635 15,946 15,878,291
----------------------------------- -------------- ---------- -----------
To authorise the Directors
to cancel the admission of
the Ordinary Shares to the
Official List and to the
LSE Main Market and to apply
for admission of said shares
and the Placing Shares to
7 AIM. 128,675,125 5,130,000 3,000
----------------------------------- -------------- ---------- -----------
To approve cancellation of
the admission of the Ordinary
Shares to the Official List
and to the LSE Main Market
and to apply for admission
of said shares and the Placing
8 Shares to AIM. 32,343,336 5,130,000 3,000
----------------------------------- -------------- ---------- -----------
To authorise the Directors
9 to issue the Placing Shares. 133,286,558 518,567 3,000
----------------------------------- -------------- ---------- -----------
To approve the waiver granted
by the Takeover panel of
the obligation that would
otherwise arise on Phoenix
pursuant to Rule 9 of the
10 City Code. 15,159,801 2,991 15,878,291
----------------------------------- -------------- ---------- -----------
To disapply the Remuneration
Policy set out in the Directors'
remuneration report for the
11 year ended 31 December 2013. 128,668,335 5,136,790 3,000
----------------------------------- -------------- ---------- -----------
In conjunction with the various resolutions voted on today in
the General Meeting and also other matters set out in the Circular
dated 24 December 2014, the following parties have provided
services and support to the Group during 2014, in addition to those
advisors already listed in the Circular: a) Fenchurch Advisory
Partners in relation to financial advice; b) KPMG LLP in relation
to financial and restructuring advice; c) Grant Thornton UK LLP as
reporting accountant; d) Ernst and Young LLP, Linklaters LLP and
PricewaterhouseCoopers LLP in relation to advising the Business
Partners in respect of the Business Partner Agreement; e) Hogan
Lovells LLP and Addleshaw Goddard LLP in relation to advising the
Senior Lenders in connection with the refinancing; and f) Isonomy
Limited in relation to restructuring services.
Next steps
It is expected that the last day of dealings in the Ordinary
Shares on the Main Market will be 10 February 2015. Cancellation of
the admission of the Ordinary Shares to the Official List (premium
segment) and to trading on the Main Market of the London Stock
Exchange plc is expected to take effect at 8.00 a.m. on 11 February
2015. Admission is expected to take place, and dealings in the
Ordinary Shares (including the Placing Shares) are expected to
commence on AIM, at 8.00 a.m. on 11 February 2015.
In connection with the application for the Ordinary Shares
(including the Placing Shares) to be admitted to trading on AIM,
the Company expects to submit to AIM for publication tomorrow a
pre-admission announcement in accordance with Rule 2 of the AIM
Rules for Companies and to publish on its website a document
containing all information that would be required to be included in
an AIM Admission Document which is not currently public.
Except as otherwisedefined herein, capitalised terms have the
same meanings as set out in the Circular dated 24 December
2014.
Enquiries
Investor Relations
CPPGroup Plc
Brent Escott, Chief Executive Officer
Craig Parsons, Chief Financial Officer
Tel: +44 (0)1904 544702
Helen Spivey, Head of Corporate and Investor Communications
Tel: +44 (0)1904 544387
Media
Tulchan Communications: Martin Robinson; David Allchurch
Tel: +44 (0)20 7353 4200
Sponsor and Broker
Numis Securities Limited: Robert Bruce; Stuart Skinner; Charles
Farquhar
Tel: +44 (0)20 7260 1000
Notes to Editors
CPPGroup Plc (CPP or the Group) is an international assistance
business operating in the UK and overseas within the financial
services, telecommunications and travel sectors. CPP primarily
operates a business-to-business-to-consumer (B2B2C) business model
providing services and retail, wholesale and packaged products to
customers through Business Partners and direct to consumer. The
Group's core assistance and travel service products help to provide
security and enhance the experience of travel for customers
worldwide, designed to make everyday life easier to manage.
For more information on CPP visit www.cppgroupplc.com
REGISTERED OFFICE
CPPGroup Plc
Holgate Park
York
YO26 4GA
Registered number: 07151159
This information is provided by RNS
The company news service from the London Stock Exchange
END
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