B/C Share Scheme - Results of General Meeting Sep 2013

The Company announces that at its General Meeting held at Clifford Chance LLP at 10.00 a.m. on 25 September 2013, the Resolution set out in the circular published by the Company on 29 August 2013 in relation to the B/C Share Scheme (the "Circular") was duly passed on a show of hands. The proxy votes lodged in advance of the General Meeting were as follows:

Number of votes

For (including discretionary):          136,432,231

Against:                                           1,646,645

Withheld:                                         700,427

Total Votes (excluding withheld)    138,078,876

Shareholders have accordingly approved the return of 40 pence per Ordinary Share to Shareholders through the issue of either one B Share or one C Share for each Ordinary Share held at the Record Time, in accordance with the terms and conditions set out in the Circular.

Eligible Shareholders are reminded that elections under the B/C Share Scheme for the Capital Option must be made in accordance with the terms set out in the Circular and that a valid Form of Election must be received or TTE Instruction settled by 4:30 p.m. on 2 October 2013.  Eligible Shareholders wishing to receive the Income Option in respect of all of their B/C Share Entitlement need take no further action.

An announcement regarding the results of Shareholders' elections in relation to the B/C Share Scheme is expected to be made on 3 October 2013.

In accordance with Listing Rule 9.6.2, a copy of the Resolution passed at the General Meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.

Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meaning ascribed to them in the Circular.


SOCO Tel: +44 (0)20 7747 2000

Roger Cagle, Deputy Chief Executive and Chief Financial Officer

BofA Merrill Lynch Tel: +44 (0)20 7628 1000

Tony White

Edward Stratton

Important information

This announcement does not constitute an offer to sell, an invitation to induce an offer or a solicitation of an offer to buy or subscribe for securities, nor shall there be any sale of securities referred to in this announcement, in or from any jurisdiction in which such offer, invitation, solicitation or sale would be unlawful.

No application will be made to the UK Listing Authority or to the London Stock Exchange for any of the B Shares, C Shares or Deferred Shares to be admitted to the Official List or to trading on the London Stock Exchange’s main market for listed securities, nor will the B Shares, C Shares or the Deferred Shares be listed or admitted to trading on any other securities or investment exchange.

None of the securities referred to in this announcement have been or will be registered under the US Securities Act or the state securities laws of the United States and none of them may be offered or sold in the United States or to any US persons unless pursuant to a transaction that has been registered under the US Securities Act and the relevant state securities laws or a transaction that is not subject to the registration requirements of the US Securities Act and the state securities laws, either due to an exemption therefrom or otherwise.