Islamic Bank of Britain plc
(“IBB” or “the Company” or “the Bank”)
Results of General Meeting
On 27 July 2010 the Company announced the proposal to raise £20 million before expenses by way of a placing of 2,000,000,000 new ordinary shares (“New Ordinary Shares” or “Placing Shares”) at 1 pence (“the Issue Price”) per Placing Share (“the Placing”).
The Company is pleased to announce that all the resolutions, as set out in the circular to shareholders dated 27 July 2010 (“the Circular”), proposed at the General Meeting of the Company held today at 10.00 am were duly passed by Shareholders. Further details of the results of the General Meeting are set out in the Appendix below.
Further, all the other conditions of the Placing as set out in Section 6 of Part 1 of the Circular (other than the conditions relating to Admission) have now been satisfied in accordance with the terms of the Placing Letter and QIIB has undertaken to procure the remittance of the subscription monies for the Placing Shares to the Company’s bank account by no later than close of business today in accordance with the terms of the Placing Letter.
It is expected that Admission will become effective and trading in the 2,000,000,000 New Ordinary Shares will commence on AIM at 8.00 am on 18 August 2010.
The New Ordinary Shares will, when allotted and fully paid, rank equally in all respects with the Ordinary Shares, including the right to receive any dividend or other distribution declared, made or paid after the date of their unconditional allotment.
Following Admission of the New Ordinary Shares the total number of Ordinary Shares in issue on Admission will be 2,546,470,000 with each share carrying the right to one vote.
Details of the percentage of the Enlarged Issued Ordinary Share Capital of the Concert Party immediately following completion of the Placing are set out below:
| Concert Party |
Total number of Ordinary
Shares on Admission
|
Total Ordinary Shares as a % of Enlarged Issued Ordinary Share Capital |
| QIIB |
2,061,299,155 |
80.95% |
| QIIC |
20,657,972 |
0.81% |
| Sheikh Thani |
163,869,619 |
|
| Mohsen Moustafa |
100,000 |
* |
| Total |
2,245,926,746 |
88.20% |
*less than 0.00%
Terms used in this Announcement have the same meaning as those defined in the Circular.
For further information please contact:
Islamic Bank of Britain plc
Gerry Deegan, Managing Director - 0121 452 7300 begin_of_the_skype_highlighting 0121 452 7300 end_of_the_skype_highlighting
Ernst & Young LLP (Financial Advisor)
Tim Medak, Mark Harrison, Ian Cosgrove, Jo Royden-Turner - 0207 951 2000
Grant Thornton Corporate Finance (Nominated Advisor)
Gerald Beaney, Salmaan Khawaja - 0207 383 5100
APPENDIX
General Meeting
At the General Meeting, Resolutions numbered 1 and 2 were duly passed as Ordinary Resolutions and Resolutions numbered 3 and 4 were duly passed as Special Resolutions. All the Resolutions were taken on a poll. Resolution 2 was taken on a poll of Independent Shareholders as required by the Takeover Code.
Details of the votes cast in respect of the Ordinary Resolutions and the Special Resolutions were as follows:
Ordinary Resolutions
1. To authorise the directors to allot shares under section 551 of the Companies Act 2006 up to an aggregate nominal amount of £28,488,233.
Details of the votes cast in respect of Ordinary Resolution numbered 1 which was held on a poll vote are as follows:
|
Numbers of Ordinary Shares voted |
Percentage of Ordinary Shares voted (%) |
| FOR |
320,176,725 |
99.98%
|
| AGAINST |
62,974 |
0.02%
|
| VOTE WITHELD |
nil
|
N/A
|
2. Approval of the Rule 9 Waiver.
Details of the votes cast in respect of Ordinary Resolution numbered 2 which was held on a poll vote of Independent Shareholders are as follows:
|
Number of Ordinary Shares voted |
Percentage of Ordinary Shares voted (%) |
Number of ordinary Shares voted as a percentage of the total number of issued Ordinary Shares held by Independent Shareholders |
| FOR |
77,247,779 |
99.92% |
24.70% |
| AGAINST |
60,354 |
0.08% |
0.02% |
| VOTE WITHHELD |
4,820 |
N/A |
N/A |
Special Resolutions
3. To delete all provisions of the Company’s memorandum of association now treated as provisions of the Company’s articles of association and make certain further required consequential changes to the Company’s articles of association.
Details of the votes cast in respect of Special Resolution numbered 3 which was held on a poll vote are as follows:
|
Number of Ordinary Shares voted |
Percentage of Ordinary Shares voted (%) |
| FOR |
320,176,703 |
99.98% |
| AGAINST |
60,854 |
0.02% |
| VOTE WITHHELD |
16,342 |
N/A |
4. To authorise the directors to disapply the statutory pre-emption rights in connection with the allotment of equity securities for cash pursuant to section 570 of the Companies Act 2006 up to an aggregate nominal amount of £21,273,235.
Details of the votes cast in respect of Special Resolution numbered 4 which was held on a poll vote are as follows:
|
Number of Ordinary Shares voted |
Percentage of Ordinary Shares voted (%) |
| FOR |
320,174,525 |
99.98% |
| AGAINST |
65,174 |
0.02% |
| VOTE WITHHELD |
Nil
|
N/A |