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RAVEN PROPERTY GROUP LIMITED - Results of annual general meeting and tender offer

Release Date: 18/06/2021 17:00
Code(s): RAV     PDF:  
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Results of annual general meeting and tender offer

RAVEN PROPERTY GROUP LIMITED
Incorporated in Guernsey
Company number 43371
LSE share code: RAV JSE share code: RAV
ISIN: GB00B0D5V538
(“Raven” or the “Company”)


RESULTS OF ANNUAL GENERAL MEETING AND TENDER OFFER


Raven announces that, at the Annual General Meeting (“AGM”) of the Company held at 10:30 a.m. today, the
resolutions set out in the Notice of 2021 AGM dated 19 May 2021, were duly passed following a poll on each
resolution.

Defined terms used in this announcement shall have the same meaning as set out in the Notice of 2021 AGM
and Tender Offer circular, both dated 19 May 2021.

Annual General Meeting Poll Results

Resolution                           For (see note 1)       Against (see note 1)   Number of    Total votes
                                  Number of         %     Number of         %          votes           cast
                                      votes                   votes                 withheld
                                                                                (see note 2)
1     To receive the Annual     453,432,810     99.99        32,888      0.01          1,001    453,465,698
      Report and Accounts
2     To approve the            434,036,602     95.72    19,422,698      4.28          7,399    453,459,300
      Directors’
      Remuneration Report
3     To approve the            420,352,091     92.70    33,107,209      7.30          7,399    453,459,300
      Remuneration Policy
4     To re-appoint Richard     431,762,273     95.24    21,575,825      4.76        128,601    453,338,098
      Jewson
5     To re-appoint Anton       450,465,681     99.37     2,872,418      0.63        128,600    453,338,099
      Bilton
6     To re-appoint Glyn        450,464,681     99.37     2,872,418      0.63        128,600    453,337,099
      Hirsch
7     To re-appoint Mark        450,467,181     99.99        20,918      0.01      2,978,600    450,488,099
      Sinclair
8     To re-appoint Colin       450,467,181     99.99        58,418      0.01      2,941,100    450,525,599
      Smith
9     To re-appoint David       303,725,288     94.79    16,696,207      5.21    133,045,204    320,421,495
      Moore
10    To re-appoint Michael     430,228,400     94.90    23,109,698      5.10        128,601    453,338,098
      Hough
11    To re-appoint Russell     450,467,181     99.37     2,870,918      0.63        128,600    453,338,099
      Field
12    To re-appoint Philip      450,467,181     99.37     2,870,918      0.63        128,600    453,338,099
      Swire
13    To re-appoint Ernst &     453,431,310     99.99        34,388      0.01          1,001    453,465,698
      Young as auditors
14    To authorise the          453,455,032     99.99        10,667      0.01          1,000    453,465,699
      Directors to fix the
      remuneration of the
      auditors
15    To authorise the          452,933,761     99.88       531,938      0.12          1,000    453,465,699
      Directors to allot
      ordinary shares and
      preference shares
16    To approve the Rule 9     116,742,865     75.48    37,932,502     24.52    132,924,002    154,675,367
      Waiver
17*   To authorise the          442,567,159     97.60    10,898,539      2.40          1,001    453,465,698
      Company to make
      market purchases of its
      ordinary shares
18*   To authorise the          453,393,985     99.98        71,713      0.02         1,001     453,465,698
      Company to make
      market purchases of its
      preference shares
19*   To authorise the          446,418,447     98.45     7,047,251      1.55         1,001     453,465,698
      Company to make
      market purchases of its
      ordinary shares
      pursuant to the tender
      offer buy back
20*   To dis-apply pre-         447,215,779     98.62     6,249,920      1.38         1,000     453,465,699
      emption rights on the
      issue of ordinary shares
21*   To dis-apply pre-         447,192,057     98.62     6,273,641      1.38         1,001     453,465,698
      emption rights on the
      issue of ordinary shares
      for a specific
      transaction

*Special Resolution

Notes:
1.  "Votes For" includes those giving the Chairman discretion and votes "For" and "Against" are expressed as a
    percentage of votes received.
2.  A "Vote Withheld" is not a vote in law and is not counted in the calculation of the votes "For" and
    "Against" a resolution.
3.  The total number of Ordinary Shares in issue at 6.00 p.m. on 16 June 2021 was 579,290,442, 78.28% of the
    voting capital was instructed.
4.  The Concert Party, who are together interested in 169,893,859 Ordinary Shares representing approximately
    29.33% of the Ordinary Share Capital, were not eligible to vote on Resolution 16 at the AGM.

In accordance with the UK Corporate Governance code ( the “Code”) provision 4, following the 24.52% of
votes received against and 132,924,002 votes withheld on resolution 16, the waiver of the rule 9 requirements,
the Board intends to engage with shareholders to further understand the reasons behind their voting decisions
and will provide an update in no later than 6 months’ time in accordance with the Code.

Raven can confirm that a total of 12,797,072 Ordinary Shares have been tendered in connection with the
Tender Offer. Tenders for up to and including the Tender Offer Entitlement of 1 Ordinary Share for every 32
Ordinary Shares at 40 pence per share will be met in full. This will result in a payment of approximately £5.1
million by the Company. Payment will be made to shareholders by 28 June 2021. All 12,797,072 Ordinary
Shares purchased by the Company pursuant to the Tender Offer will be cancelled.
Copies of the resolutions passed at the AGM will be available at National Storage Mechanism and will shortly
be available for viewing online at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

18 June 2021

Enquiries

Raven Property Group Limited                                       Tel: + 44 (0) 1481 712955
Anton Bilton
Glyn Hirsch

Novella Communications          (public    relations               Tel: +44 (0) 203 151 7008
adviser)
Tim Robertson
Fergus Young

N+1 Singer (UK joint broker)                                       Tel: +44 (0) 20 7496 3000
Corporate Finance - James Maxwell / Alex Bond
Sales - Alan Geeves / James Waterlow

Numis Securities Limited (UK joint broker)                        Tel: + 44 (0) 207 260 1000
Alex Ham / Jamie Loughborough / Nathan Brown /
George Shiel

Java Capital (South African Sponsor)                                  Tel: +27 (11) 722 3050
Jean Tyndale-Biscoe / Andrew Brooking

Renaissance Capital (Russian broker)                                   Tel: + 7 495 258 7770
David Pipia

Ravenscroft (TISE sponsor)                                         Tel: + 44 (0) 1481 732746
Semelia Hamon


About Raven Property Group

Raven Property Group Limited was founded in 2005 to invest in class A warehouse complexes in Russia and
lease to Russian and International tenants. Its Ordinary Shares and Preference Shares are listed on the Main
Market of the London Stock Exchange and admitted to the Official List of the UK Listing Authority and the
Official List of The International Stock Exchange (“TISE”). Its Ordinary Shares also have a secondary listing
on the main board of the Johannesburg Stock Exchange and the Moscow Stock Exchange. The Group operates
out of offices in Guernsey, Moscow and Cyprus and has an investment portfolio of circa 1.9 million square
metres of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don, Novosibirsk and Nizhny
Novgorod and 49,000 square metres of commercial office space in St Petersburg. For further information visit
the Company’s website: www.theravenpropertygroup.com

Date: 18-06-2021 05:00:00
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