| THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS.
Pinewood Group plc (“Pinewood” or the “Company”) On 31 March 2015, the Company announced details of a conditional placing by N+1 Singer to raise £30 million (before expenses) through the issue of 8,000,000 New Ordinary Shares at an issue price of 375 pence per share. The Company is pleased to announce that, at the General Meeting held earlier today, both of the Resolutions proposed were passed by Shareholders on a poll. Details of the votes received on each of the Resolutions are set out at the end of this announcement. Application has been made to the London Stock Exchange for the admission of the 8,000,000 New Ordinary Shares to be admitted to trading on AIM. Admission is expected to take place at 8.00 a.m. on 17 April 2015. Board Changes As set out in the circular posted to Shareholders on 31 March 2015 (the “Circular”), the resignations of non-executive Directors Neil Lees and Tom Allison from the Board will become effective on Admission. Director Shareholdings The following table sets out the remaining Directors’ shareholdings and percentage interests in the Enlarged Share Capital immediately following Admission: Number of Placing Shares being acquired Total number of Ordinary Shares held following Admission Percentage of Enlarged Share Capital Lord Grade of Yarmouth, CBE Nil 17,500 0.03% Ivan Patrick Dunleavy 127,884 127,884 0.22% Christopher John Naisby 19,376 19,376 0.03% Andrew Mark Smith 19,376 19,376 0.03% Nicholas David James Smith 89,131 89,131 0.16% James Stephen Christian 19,376 29,376 0.05% Steven Underwood Nil Nil Nil Ruth Catherine Prior Nil Nil Nil Total Voting Rights In accordance with the FCA’s Disclosure Rules and Transparency Rules, following Admission the Company’s issued ordinary share capital will comprise 57,409,926 Ordinary Shares of 10 pence each. The Company does not hold any shares in treasury. Therefore, the total number of voting rights in the Company will be 57,409,926. The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Rules and Transparency Rules. New Banking Facilities As noted in the Circular, the Company has agreed new banking facilities of up to £135 million with Lloyds Bank plc, The Royal Bank of Scotland plc, HSBC Bank plc and Barclays Bank PLC. All conditions to the refinancing of the Company’s existing committed banking facilities have been satisfied and these facilities will be refinanced shortly following Admission. Poll Results Resolution Total Votes For Total Votes Against Total Votes To authorise the Directors to allot the New Ordinary Shares pursuant to the Placing 48,481,790 (99.998%) 1,057 (0.002%) 0 To disapply the statutory pre-emption rights in relation to the allotment of the New Ordinary Shares pursuant to the Placing 48,478,290 (99.990%) 4,557 (0.010%) 0 Capitalised terms used in this announcement have the same meaning as set out in the Circular. Enquiries: Pinewood Group plc +44 (0) 1753 656 732 Andrew M. Smith, Director of Strategy and Communications N+1 Singer (Nominated Adviser and Broker) +44 (0)207 496 3000 Richard Lindley |
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Results of General Meeting
