Result of Meeting
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
23 July 2019
THE UNITE GROUP PLC (THE "COMPANY" OR "UNITE")
GENERAL MEETING - VOTING RESULTS
Following the Company's announcement on 4 July in relation to the publication of a circular and notice of General Meeting in connection with the acquisition of Liberty Living Group Plc by Unite (the "Acquisition"), the Company is pleased to announce that the resolution was duly passed on a show of hands at the General Meeting held earlier today. The Acquisition is expected to complete early in Q4 2019 and is conditional on Competition and Markets Authority's clearance.
Details of the proxy votes for the General Meeting are as follows:
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% Votes Cast
% Votes Cast ***
Votes Withheld **
Approval of the Acquisition and allotment of Consideration Shares
* Includes those votes giving the Chairman discretion.
** A "Vote Withheld" is not a vote in law and is not counted in the calculation of "For" and "Against" a resolution.
***0.0001 rounded to 0.00 for consistency
Maximum number of shares represented by proxy: 246,141,475 shares
Number of ordinary shares in issue as at the date of the General Meeting (no shares held in treasury): 290,314,503 shares
Pursuant to UK Listing Rule 9.6.2R, copy of the above resolution, adopted at the General Meeting will be shortly submitted to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/NSM.
The full text of the resolution passed at the General Meeting can be found here in the Notice of General Meeting, included in the shareholder circular, on the Company's website.
For further information, please contact:
Christopher Szpojnarowicz, Company Secretary
+44 (0) 117 302 7120
J.P. Morgan Cazenove (Joint Financial Adviser and Joint Bookrunner)
+44 (0) 20 7742 4000
Numis (Sole Sponsor, Joint Financial Adviser and Joint Bookrunner)
+44 (0) 20 7260 1000
Powerscourt (PR Adviser to Unite)
+44 (0) 20 7250 1446
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The distribution of this announcement and any proposed offering, placing and/or issue of the securities referred to herein in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Banks or any of their respective affiliates that would permit an offer of securities or possession or distribution of this announcement or any other offering or publicity material relating to securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Banks to inform themselves about and to observe any such restrictions.
This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions.
This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia) (the "United States" or "US"), Canada, Australia, South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of securities is being made in any such jurisdiction.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or jurisdiction of the United States. There is no intention to register any portion of any offering in the United States or to conduct a public offering of securities in the United States.
This announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are or may be beyond the control of Uganda and/or Lima and which could cause actual results of trends to differ materially, including, but not limited to, domestic and global economic business conditions; market-related risks such as fluctuations in interest rates; the policies and actions of governmental and regulatory authorities; the effect of competition, inflation and deflation; the effect of legislative, fiscal, tax and regulatory developments in the jurisdictions in which Uganda and Lima and its respective affiliates operate; the effect of volatility in the equity, capital and credit markets on profitability and ability to access capital and credit; a decline in credit ratings of Uganda and/or Lima; the effect of operational risks; an unexpected decline in turnover, rental income or the value of all or part of Uganda's or Lima's property portfolio; any limitations of internal financial reporting controls; and the loss of key personnel. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
No statement in this announcement is intended to be a profit forecast, and no statement in this announcement should be interpreted to mean that earnings or earnings per share of Uganda or Lima for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share of Uganda or Lima.
J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove, and which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the Prudential Regulation Authority, is acting for the Company in connection with the Placing and the Acquisition and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Securities plc nor for providing advice in relation to the Placing or the Acquisition or any other matter referred to in this announcement.
Numis Securities Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company in connection with the Placing and the Acquisition and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis Securities Limited nor for providing advice in relation to the Placing or the Acquisition or any other matter referred to in this announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Banks or by any of their respective affiliates or their or their respective affiliates' agents, directors, officers and employees, respectively, as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
This announcement does not constitute a recommendation concerning any investor's options with respect to the proposed Placing. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor 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.
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