TIDMREC
RNS Number : 1599L
Record PLC
14 July 2017
14 July 2017
This announcement is not for release, publication or
distribution in whole or in part, into any jurisdiction where to do
so would constitute a violation of the relevant laws of such
jurisdiction. Neither this announcement, nor the Circular,
constitutes an offer to purchase, nor solicitation of an offer to
sell, Ordinary Shares in any jurisdiction in which, or to or from
any person to or from whom it is unlawful to make such offer or
solicitation under applicable securities laws.
RECORD PLC
RESULTS OF GENERAL MEETING AND TENDER OFFER
Record plc ("Record" or the "Company"), the specialist currency
manager, is pleased to confirm that, at the Company's General
Meeting held at 3.00 p.m. today, the special resolution set out in
the Notice of General Meeting sent to Shareholders on 21 June 2017
was duly passed on a show of hands. The following is a summary of
the proxy votes that were received by the Company's registrars:
Votes Votes Total Votes
For Against votes Withheld
(including cast
Discretionary) as a %
of Record
plc issued
ordinary
shares
----------------- --------------------- ----------------- ------------ ----------
Resolution Number % of Number % of Number
of votes of votes % of
votes cast votes cast votes
----------------- ------------ ------- -------- ------- ------------ ----------
1. To authorise
the Company
to purchase
own shares
on the terms
set out
in the GM
Notice. 158,397,473 99.91% 135,780 0.09% 71.62% 10,128
----------------- ------------ ------- -------- ------- ------------ ----------
Note: A "vote withheld" is not a vote in law and is not counted
in the calculation of the proportion of the votes "for" and
"against" a resolution.
The results of the General Meeting will shortly be available on
the Company's website at www.recordcm.com. In accordance with the
Listing Rules, a copy of the resolution will shortly be submitted
to the National Storage Mechanism and will be available at
www.morningstar.co.uk/uk/NSM.
Accordingly, the Company is also pleased to announce that the
Tender Offer is oversubscribed, with a total of 51,280,350 Ordinary
Shares being tendered. Each Qualifying Shareholder who tendered
shall have their Basic Entitlement (10.0851 per cent. of their
shareholding as at the Record Date) satisfied in full, and any
Individual Excess Tender shall be scaled-back pro rata, with each
Qualifying Shareholder receiving approximately 17.78 per cent. of
any such Individual Excess Tender. Accordingly a total of
22,326,475 Ordinary Shares will be purchased by the Company at the
Tender Price for a total cost of GBP10,000,028.15.
The purchase of Ordinary Shares under the Tender Offer is
expected to take place on 17 July 2017; all purchased Ordinary
Shares will be cancelled by the Company. Details of Directors'
participation in the Tender Offer and resultant shareholdings are
set out below:
Ordinary
Ordinary Shares
Shares held following
held prior Percentage completion Percentage
to the of Ordinary Ordinary of the of Ordinary
Tender Share Shares Tender Share
Director Offer Capital tendered Offer Capital
-------------------- ------------ ------------- ---------- ----------------- -------------
Neil Record 70,980,711 32.06% 8,584,170 62,396,541 31.35%
-------------------- ------------ ------------- ---------- ----------------- -------------
James Wood-Collins 2,919,506 1.32% 294,432 2,625,074 1.32%
-------------------- ------------ ------------- ---------- ----------------- -------------
Steve Cullen 1,318,124 0.60% 81,446 1,236,678 0.62%
-------------------- ------------ ------------- ---------- ----------------- -------------
Leslie Hill 16,424,209 7.42% 1,579,916 14,844,293 7.46%
-------------------- ------------ ------------- ---------- ----------------- -------------
Bob Noyen 9,481,290 4.28% 500,000 8,981,290 4.51%
-------------------- ------------ ------------- ---------- ----------------- -------------
David Morrison 40,000 0.02% 0 40,000 0.02%
-------------------- ------------ ------------- ---------- ----------------- -------------
Jane Tufnell 150,000 0.07% 0 150,000 0.08%
-------------------- ------------ ------------- ---------- ----------------- -------------
It is anticipated that the proceeds payable under the Tender
Offer to the Company's Shareholders who hold their Ordinary Shares
in certificated form will be despatched no later than 24 July 2017
in the form of a cheque. Those Shareholders who hold their Ordinary
Shares in uncertificated form will have their CREST accounts
credited no later than 31 July 2017.
Following completion of the Tender offer and cancellation of the
purchased Ordinary Shares, the Company's issued ordinary share
capital will consist of 199,054,325 Ordinary Shares; the Company
holds no shares in treasury.
Capitalised terms used, but not defined in this announcement
shall have the same meaning as set out in the Circular.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Upon the
publication of this announcement via Regulatory Information
Service, this inside information is now considered to be in the
public domain.
For further information, please contact:
Record plc Tel: +44 (0) 1753
852 222
James Wood-Collins, Chief Executive
Officer
Steve Cullen, Chief Finance Officer
Cenkos Securities plc Tel: +44 (0) 20
7397 8900
Nicholas Wells
Elizabeth Bowman
Jeremy Osler
MHP Tel: +44 (0) 20
3128 8100
Nick Denton record@mhpc.com
Ollie Hoare
Cenkos, which is authorised and regulated by the Financial
Conduct Authority, is acting for the Company and for no one else in
connection with the Tender Offer and will not be responsible to
anyone other than the Company for providing the protections
afforded to customers of Cenkos or for affording advice in relation
to the Tender Offer, the contents of this announcement or any
transaction, arrangement or other matter referred to in the
Circular.
Certain statements in this announcement may be forward-looking.
Although the Company believes that the expectations reflected in
these forward looking statements are reasonable, it can give no
assurance that these expectations will prove to have been correct.
Because these statements involve risks and uncertainties, actual
results may differ materially from those expressed or implied by
these forward looking statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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