National Milk Records plc

November 24, 2010 09:30 ET

Result of General Meeting

                              National Milk Records plc ('NMR' or 'the Company')
                                           Result of General Meeting

NMR,  the  PLUS-quoted leading supplier of milk services, is pleased to announce that at  the  General  Meeting
('GM')  of the Company held today the resolutions to approve the reorganisation of the Company's share  capital
('the Reorganisation') were duly passed.

As  outlined  in  a  circular sent to shareholders on 4 November 2010 (the 'Circular'), the Reorganisation  was
implemented  to reduce the number of shareholders on the Company's register to a level more consistent  with  a
company of NMR's size so that the Company might better manage its shareholder base in the future.

The number of proxy votes cast in relation to the resolutions were as follows:

                                       For                       Against                      Abstain
Resolution 1                         820,987                      17,929                       3,030
Resolution 2                         823,344                      14,955                       3,647

A total of 721 Shareholders subscribed for a total of 230,720 Ordinary Shares at 28 pence per share pursuant to
the Subscription.

NMR  Managing  Director  Andy Warne said, "This Reorganisation has successfully reduced our  shareholder  base,
enabling  us to effectively manage and engage with our investors.  Looking ahead, we are highly confident  that
we  are  now  ideally positioned to build upon our business model of providing quality services to the  farming
industry.   We  remain  committed to growth having recently signed an agreement to offer  our  payment  testing
services  to Ireland and we are continually looking for opportunities to increase our offering to milk  buyers,
veterinary professionals and farmers alike, which will be an attraction for new investors."

At  the  GM,  the  Board  also noted the announcement issued yesterday by North Atlantic Value  LLP  ('NAVLLP')
requesting, amongst other things, that the GM be adjourned.

The  Company's Directors carefully considered NAVLLP's proposal and its request to postpone the GM at  a  Board
Meeting  on  23 November 2010.  Whilst welcoming NAVLLP's interest in the Company, the Directors resolved  that
the  GM  should  proceed  as  planned on the basis that subscription for the  full  amount  of  the  Fractional
Entitlements  had  already  been  secured and that it was not in the best interests  of  the  Company  and  its
Shareholders as a whole to alter the current process at such a late stage.
The  Company  believes that the proposal approved by Shareholders today, which fully underwrote the  Fractional
Entitlements,  provides  the  Company  and  its  Shareholders with  the  certainty  required  to  complete  the
Reorganisation and deliver the benefits outlined in the circular to Shareholders.

The  Directors  also note NAVLLP's comment that it believes that the Directors of NMR were in breach  of  their
fiduciary duties by not adjourning the GM.  The Directors strongly refute this accusation and believe  that  it
is  abundantly  clear  from the Circular that the Directors have at all times acted in the  best  interests  of
Shareholders as a whole and that the Reorganisation provides the Company and its Shareholders with a clear  and
stable path going forward.

In response to NAVLLP's announcement, The Directors of NMR comment as follows:

*   The Circular convening the GM to approve the Reorganisation was posted to Shareholders on 4 November  2010;

*   In  the  Circular,  the  Company  proposed  that the Existing  Ordinary  Shares  representing    Fractional
    Entitlements should be aggregated and sold on behalf of the relevant Shareholders at a price  of  28  pence
    per  share,  the  closing share price on 27 October 2010, being the latest practicable date  prior  to  the
    posting to shareholders;

*   On  16 November 2010, the Company received a letter from Christopher Mills which stated that clients of  JO
    Hambro  Capital Management Limited were willing to acquire shares in NMR up to a limit of 29.9 per cent  of
    NMR's outstanding share capital at a price of 31 pence per share;

*   Following  a Board meeting of the Company convened to consider Mr. Mills' letter, the Directors replied  to
    Mr. Mills requesting clarification and the submission of a formal statement of his intention;

*   The latest time and date for receipt of Forms of Proxy in relation to the GM was 08.30 on 22 November 2010;

*   The  latest  time  and date for receipt of Subscription Forms and payment pursuant to the Subscription  was
    08.30 on 22 November 2010;

*   The record date for the Reorganisation was 17.00 on 22 November 2010;

*   Following  the  expiry of the deadline for the Subscription, on 22 November 2010 the Company advised  those
    Shareholders  and  new  investors  who  had agreed to acquire the  Fractional  Entitlements  not  otherwise
    subscribed by Shareholders of the number of Ordinary Shares to be subscribed by them at a price of 28p  per

*   In  accordance  with the previously announced timetable, payment from these Shareholders and new  investors
    was required to be made by the close of business on 23 November 2010;

*   On  23  November  2010 the Company received a letter from Christopher Mills which stated  that  NAVLLP,  on
    behalf  of  its  clients, was prepared to subscribe at 36p per share for such number of  existing  Ordinary
    shares  as  would  result in NAVLLP holding no more than 29.9 per cent of the Company's  outstanding  share
    capital.  NAVLLP's  announcement of 23 November 2010 clarified that NAVLLP  was  proposing  an  alternative
    underwriting structure to that set out in the Circular with regard to Fractional Entitlements.
Defined  terms  used in this announcement have the same meanings as in the Circular, except where  the  context
requires otherwise or where they are defined in this announcement.

The Directors of the Company are responsible for the contents of this announcement.


Contact Details:

Chris Hughes                          National Milk Records plc              Tel: +44 (0) 1249 467 220
Duncan Vasey / Mark Anwyl             St Helens Capital Partners LLP         Tel: +44 (0) 20 7368 6959
Elisabeth Cowell                      St Brides Media & Finance Ltd          Tel: +44 (0) 20 7236 1177
Hugo de Salis                         St Brides Media & Finance Ltd          Tel: +44 (0) 20 7236 1177

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  • National Milk Records plc