Zug, 2 March 2009
Xstrata plc announces that shareholders today approved the four resolutions proposed at its EGM relating to the acquisition of Prodeco and a rights issue to raise £4.1bn (approximately $5.9bn). The Chairman called a poll for all resolutions in accordance with the company’s Articles of Association, to ensure that all votes including proxy votes and those lodged via letters of representation were counted in the result. All resolutions were passed on a poll. Details are given below of the poll votes (including proxy votes) received in respect of Resolutions 1, 2, 3 and 4.
Consequently, existing Xstrata ordinary shares will be marked “ex-rights” by the London Stock Exchange and SIX Swiss Stock Exchange at 8.00 a.m. (9.00 a.m. Central European time) on 3 March 2009 and dealings in new shares, nil paid, will commence. Based on the last closing price prior to the announcement of the rights issue, the theoretical ex-rights price (TERP) is £3.48 per ordinary share. The acquisition of the world-class Prodeco thermal coal operations in Colombia has received all necessary approvals and will complete on 3 March 2009.
Voting Results
Resolution 1 – Ordinary Resolution requiring simple majority
Subject to Resolutions 2, 3 and 4 being passed, to approve the Proposed Acquisition, the Call Option and the disposal of the Prodeco Business if and when the Call Option is exercised on such terms and conditions as described in Resolution 1 of the EGM Notice.
For |
80.3% |
237,434,425 |
Against |
19.7% |
58,235,101 |
64,110,152 votes withheld*
Resolution 2 - Ordinary Resolution requiring simple majority
Subject to Resolutions 1, 3 and 4 being passed, to increase the authorised share capital of the Company from US$750,000,000.50 and £50,000 to US$2,250,000,000.50 and £50,000 by the creation of an additional 3,000,000,000 ordinary shares of US$0.50 in the capital of the Company.
For |
95.4% |
659,037,401 |
Against |
4.6% |
31,881,544 |
5,649,443 votes withheld*
Resolution 3 - Ordinary Resolution requiring simple majority
Subject to Resolutions 1, 2 and 4 being passed, to renew the authority conferred on the directors of the Company by Article 14 of the Company’s Articles of Association to allot relevant securities, as provided in Resolution 3 set out in the EGM Notice.
For |
95.4% |
658,920,458 |
Against |
4.6% |
31,963,704 |
5,684,226 votes withheld*
Resolution 4 - Special Resolution and requiring 75% of votes cast
Subject to Resolutions 1, 2 and 3 being passed, to renew the power conferred on the directors of the Company by Article 15 of the Company’s Articles of Association to allot equity securities as if section 89(1) of the Companies Act 1985 did not apply, as provided in Resolution 4 set out in the EGM Notice.
For |
95.6% |
660,374,451 |
Against |
4.4% |
30,125,212 |
6,066,795 votes withheld*
* A “vote withheld” is not a ‘vote’ under English law and is not counted in the calculation of the votes ‘For’ and ‘Against’ the resolution.
A copy of the resolutions passed at its Extraordinary General Meeting (EGM) on 2nd March 2009 has been submitted to the Financial Services Authority and will shortly be available for inspection at the Document Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
The total number of ordinary shares of US$0.50 each eligible to be voted at the EGM was 640,869,207 for Resolution 1 and 977,670,540 for resolutions 2, 3 and 4. The scrutineer of the polls was Computershare Investor Services PLC.
Ends
Xstrata contacts |
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Richard Elliston |
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Claire Divver |
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Telephone |
+44 20 7968 2885 |
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Telephone |
+44 20 7968 2871 |
Mobile |
+44 7759 924 576 |
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Mobile |
+44 7785 964 340 |
relliston@xstrata.com |
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cdivver@xstrata.com |
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