KRK
31/07/2015 11:16
MEETING
NOT PRICE SENSITIVE
REL: 1116 HRS Kirkcaldie & Stains Limited
MEETING: KRK: Special Meeting - Resolutions Passed
Market Announcement
Special Meeting of Shareholders - Resolutions Passed
31 July 2015
Kirkcaldie & Stains Limited (the 'Company') held this morning a special
meeting to consider the proposal that the Company assign the Store Lease and
sell certain assets to David Jones on the terms and conditions set out in the
conditional Agreement for Sale and Purchase dated 4 June 2015.
Kirkcaldie & Stains Limited advises that the following resolutions were
passed (full details of the votes received are set out below):
Resolution 1 (ordinary resolution)
"That the shareholders approve, for the purposes of and to the extent
required by Listing Rule 9.1.1(a) and the Agreement, the assignment of the
Store Lease and the sale of certain assets pursuant to the Agreement.
Capitalised terms are defined in the Explanatory Notes to the Notice of
Special Meeting dated 14 July 2015."
Resolution 2 (special resolution)
"That the shareholders approve, for the purposes of and to the extent
required by Listing Rules 7.6.5 and 9.1.1(b) and section 129 of the Companies
Act 1993, one or more distributions from the cash reserves of the Company the
aggregate of which does not exceed the Available Subscribed Capital of the
Company. Such distribution may be effected (as the Board of the Company sees
fit) either by way of pro rata share buyback offer made to all shareholders
or by way of a Court approved scheme of arrangement pursuant to the Companies
Act 1993 under which shares of shareholders (in an amount and for a
consideration determined by the Board) are redeemed and cancelled on a pro
rata basis as amongst all shareholders."
The Agreement is still conditional to David Jones obtaining Overseas
Investment Office ('OIO') consent by 30 November 2015. The Board believes it
is highly likely that the sale will be consented by the OIO and that the
Agreement will, at that point, become unconditional.
With Resolution 2 passed, the Board will consider whether it is in the best
interests of shareholders to conduct a pro rata buy-back. If the Company
proceeds with this option, it will be required to notify the market in
advance in accordance with the Listing Rules and the Act. The Board's current
view is that a court approved scheme of arrangement will be the best method
of distributing funds to shareholders.
Votes Received (please see attached document)
ENDS
For further information please contact:
Orsola Del Sante-Bland
P: 04 470 2158
E: [email protected]
End CA:00267768 For:KRK Type:MEETING Time:2015-07-31 11:16:10
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