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RNS Number : 2894R
Pendragon PLC
25 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
25 October 2023
Pendragon PLC ("Pendragon" or the "Company")
Result of General Meeting
The Board of Pendragon is pleased to announce that at the
general meeting of the Company held earlier today (the "General
Meeting") to consider the ordinary resolution relating to the
proposed Disposal and the North American Pinewood Opportunity with
Lithia UK Holding Limited ("Lithia") (the "Transaction"), the
resolution was approved by shareholders.
Full details of the resolution were set out in Pendragon's
supplementary circular to shareholders, dated 9 October 2023 (the
"Supplementary Circular"). As a result of the Potential Competing
Offers being withdrawn, the resolution to approve the proposed
Disposal for the purposes of Rule 21.1 of the Code is redundant
and, with the consent of the meeting, that resolution was not
proposed at the General Meeting.
The table below sets out the results of the poll at the General
Meeting, including the number of votes for and against the
resolution, and the number of votes withheld:
Resolution V otes % of Votes % of Total % of Votes
for votes against votes votes issued withheld
cast cast share
capital
voted
To approve the
Disposal and the
North American
1. Pinewood Opportunity 1,023,457,643 98.92 11,219,596 1.08 1,034,677,239 7 2.76 3 10,362
---------------------- -------------- ------- ----------- ------- -------------- --------- ----------
At the voting record time the Company had 1,421,944,405 ordinary
shares in issue. The voting rights attached to the ordinary shares
are on the basis of one vote per share, representing total voting
rights of 1,421,944,405. There are no ordinary shares held in
treasury.
In accordance with Listing Rule 9.6.2, the full text of the
resolution passed at the General Meeting has been submitted to the
National Storage Mechanism and will shortly be available for
inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The results
will also be made available for viewing on Pendragon's website at
www.pendragonplc.com/investors.
The Company has now satisfied the condition relating to the
approval of the Transaction by Pendragon shareholders at the
General Meeting. Transaction Completion remains subject to the
satisfaction or waiver of a number of other conditions as
summarised in the circular dated 20 September 2023 (the
"Circular"), as supplemented by the Supplementary Circular.
Transaction Completion is still expected to occur in Q4 2023.
Further announcements will be made by the Company on the progress
of the Transaction in due course.
Defined terms used in this announcement have the same meaning
where used or otherwise defined in the Circular or the
Supplementary Circular.
Enquiries:
Jefferies International Limited (Sponsor, Financial +44 (0) 20 7029
Adviser and Joint Corporate Broker) 8000
Philip Noblet
Thomas Bective
Jordan Cameron
+ 44 (0) 20 3207
Berenberg (Joint Corporate Broker) 7800
Ben Wright
+44 (0) 20 3805
Headland Consultancy (PR & Communications) 4822
Henry Wallers
Jack Gault
IMPORTANT NOTICE
The contents of this announcement have been prepared by and are
the sole responsibility of Pendragon.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting solely for the Company, and for no-one
else, as financial adviser in connection with the Transaction (as
amended by the Transaction Amendments) and as sponsor in connection
with the Disposal and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients
or for providing advice to any other person in relation to the
Disposal and the Transaction (as amended by the Transaction
Amendments) , the content of this announcement or any other matters
described in this announcement. To the fullest extent permitted by
law, neither Jefferies nor any of its affiliates assumes any
responsibility whatsoever for or makes any representation or
warranty express or implied, in relation to the contents of this
announcement, including its accuracy, completeness or verification
or for any other statement made or purported to be made by it, or
on its behalf and nothing contained in this announcement is, or
shall be, relied upon as a promise or representation in this
respect whether as to the past, present or future, in connection
with the Company, the Group, the Disposal Group, the Continuing
Group or the Transaction (as amended by the Transaction Amendments)
. Jefferies and its affiliates accordingly disclaims to the fullest
extent permitted by law all and any duty, responsibility and
liability whether arising in tort, contract or otherwise which it
might otherwise be found to have in respect of this announcement or
any such statement or otherwise.
This announcement is not intended to, and does not constitute,
or form part of, any offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. Shareholders are advised to read
carefully the formal documentation in relation to the Transaction
(as amended by the Transaction Amendments).
Transaction Completion is subject to the satisfaction of a
number of conditions as more fully described in the Circular, as
supplemented by the Supplementary Circular. Consequently, there can
be no certainty that completion of the Transaction will occur.
This announcement has been prepared for the purpose of complying
with applicable law and regulation of the United Kingdom and
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws and regulations of jurisdictions outside the United
Kingdom.
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END
ROMPPGBCUUPWGGA
(END) Dow Jones Newswires
October 25, 2023 07:50 ET (11:50 GMT)
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