RNS Number : 7742I
Northern Recruitment Group PLC
24 November 2008
NORTHERN RECRUITMENT GROUP PLC
('NRG' or the 'Company')
Result of Extraordinary General Meeting
NRG is pleased to announce that at its Extraordinary General Meeting ('EGM') held earlier today all resolutions were duly passed.
The following resolutions were passed at the EGM through voting by a poll:
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Special Resolutions
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For
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Against
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Passing Rate (%)
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1. The cancellation of the admission of the Company's Ordinary Shares to the Official List and to trading on the London Stock Exchange's market for listed securities.
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12,219,782
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17,900
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99.85
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2. To authorise market purchases of Ordinary Shares pursuant to the Tender Offer.
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12,219,782
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17,900
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99.85
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3. The re-registration of the Company as a private company by the name of Northern Recruitment Group Limited and the making of consequential amendments to the Company's Memorandum and Articles of Association.
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12,219,782
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17,900
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99.85
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1. De-listing
The Company hereby gives notice that following the passing of a resolution by the members of the Company approving the cancellation of admission of its Ordinary Shares to the Official List and to trading on London Stock Exchange's market for listed securities, it intends to apply for such cancellation. The last day of trading will be 22 December 2008 ahead of the De-listing at 8.00 a.m. on 23 December 2008.
Unlisted private company investment risk factor
After conclusion of the Proposals, the price which investors may realise for the Ordinary Shares, when they are able to do so, may be influenced by a large number of factors, some of which are specific to the Company and others of which are extraneous.
Shareholders who elect to remain a shareholder in NRG after conclusion of the Proposals should be aware that the value of the Ordinary Shares could go down as well as up, and investors may not recover their original investment, especially as there is likely to be a limited market in the Ordinary Shares.
It is likely to be more difficult for an investor to realise his investment in an unlisted private company than to realise an investment in a company whose shares are listed on the Official List. The regulatory regime solely applicable to companies with shares listed on the Official List, including, in particular, the Combined Code and investor protection guidelines, will cease to apply on the De-Listing, although neither the De-listing nor the Re-registration will affect the application of the Takeover Code to the Company.
2. Tender Offer
The Tender Offer is being made available to all Qualifying Shareholders who are on the Register at 6.00 p.m. on 5 December 2008 on the terms and conditions set out in the Circular. Qualifying Shareholders can decide whether they want to tender all of their NRG Shares in the Tender Offer, but they are not obliged to tender all of their NRG Shares if they do not wish to do so. Qualifying Shareholders are not permitted to tender only part of their holding of NRG Shares in the Tender Offer.
(a) NRG Shares held in certificated form
Qualifying Shareholders who hold NRG Shares in certificated form and who wish to tender all of their NRG Shares held at 6.00 p.m. on the Tender Offer Record Date should complete a Shareholder Tender Form in accordance with the instructions printed thereon (including a witnessed signature) and set out in Part 3 of the Circular, and return it, together with their share certificate(s) by post or (during normal business hours only) by hand to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible and in any event so as to arrive by no later than 1.00 p.m. on 5 December 2008. No tenders after that time will be accepted.
(b) NRG Shares held in uncertificated form
Qualifying Shareholders who hold their NRG Shares in uncertificated form and who wish to tender all of their NRG Shares held at 6.00 p.m. on the Tender Offer Record Date should tender electronically through CREST so that the TTE Instruction settles by no later than 1.00 p.m. on 5 December 2008. No tenders after that time will be accepted.
Further announcements will be made as appropriate.
For further information please contact:
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Northern Recruitment Group plc
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0191 232 1222
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Lorna Moran, Chief Executive
Wayham Moran, Finance Director
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Charles Stanley Securities - Sponsor and Financial Advisor to the Company
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020 7149 6000
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Philip Davies / Richard Thompson / Ben Johnston
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DEFINITIONS
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'Circular'
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The circular posted to shareholders of NRG along with a notice convening the Extraordinary General Meeting.
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'De-listing'
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the cancellation of the admission of the Ordinary Shares to the Official List and to trading on the London Stock Exchange's market for listed securities
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'Extraordinary General Meeting'
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the general meeting of NRG held at 10.00 a.m. at the offices of Ward Hadaway, Keel Row House, 1 Sandgate, Newcastle upon Tyne, NE1 2NG on 24 November 2008
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'NRG' or 'the Company'
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Northern Recruitment Group plc, registered in England and Wales with number 1756216 and whose registered office is at 56 Grey Street, Newcastle upon Tyne, NE1 6AH.
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'NRG Shares' or 'Ordinary Shares'
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the ordinary shares of 5 pence each in the capital of NRG
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'Proposals'
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the De-listing, the Tender Offer and the Re-registration
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'Qualifying Shareholders'
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NRG Shareholders other than those Overseas Shareholders with registered addresses in a Restricted Jurisdiction
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'Re-registration'
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the re-registration of NRG as a private limited company and the consequential amendment of the Memorandum of Association and the Articles of Association required due to the change in the Company's status to a private limited company
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'Shareholders'
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holders of NRG Shares from time to time
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'Shareholder Tender Form'
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the tender form issued with the Circular to Qualifying Shareholders who hold their NRG Shares in certificated form
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'Tender Offer'
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the invitation by NRG to Qualifying Shareholders to tender NRG Shares on the terms and subject to the conditions set out in the Circular and also, in the case of certificated NRG Shares only, the Shareholder Tender Form
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'Tender Offer Record Date'
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5 December 2008
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'TTE Instruction'
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a transfer to escrow instruction (as defined by the CREST Manual issued by Euroclear)
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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