Resolution PLC - Result of EGM
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RNS Number:4275L Resolution PLC 09 January 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION For immediate release 9 January 2008 Resolution plc Recommended acquisition of Resolution plc ("Resolution") by Impala Holdings Limited ("Impala"), a subsidiary of Pearl Group Limited ("Pearl') to be implemented by means of a scheme of arrangement under section 425 of the Companies Act 1985 (the "Acquisition") Results of Court and General Meeting On 16 November 2007, the Boards of Resolution and Pearl announced that agreement had been reached on the terms of a recommended cash acquisition of Resolution by Impala, a subsidiary of Pearl. A Scheme Document was posted to Resolution shareholders on 12 December 2007 setting out the terms of the Acquisition. Resolution announces that at the Court Meeting held today, a majority in number of the Scheme Shareholders (other than the Excluded Shareholders) present and voting (either in person or by proxy), representing not less than 75 per cent. in value of all Scheme Shares, voted in favour of the resolution to approve the Scheme. At the General Meeting, also held today, each of the ordinary and special resolutions put to shareholders, including the resolution to approve the Acquisition, were passed by the requisite majorities. Details of the votes cast at each meeting are as follows: in total, Resolution Shareholders holding, in aggregate, 216,805,171 shares voted at the Court Meeting in person or by proxy and shareholders holding, in aggregate, 228,106,691 shares voted at the General Meeting in person or by proxy. Subject to the sanction of the Scheme by the Court and the satisfaction, or where relevant, waiver of the other Conditions, the Acquisition is expected to be effective on 4 February 2008. Capitalised terms in this announcement have the same meaning as set out in the Scheme Document unless the context requires otherwise. Copies of the resolutions passed at the Court Meeting and the General Meeting will shortly be available for inspection at the UKLA Document Viewing facility situated at the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. TIMETABLE TO COMPLETION The expected timetable of principal events is as follows*: 31 January 2008 Last Day of Dealings in, and for registration of transfers, and disablement in CREST of, Resolution Shares 31 January 2008 3:00 pm Latest time for lodging Loan Note Form of Election 31 January 2008 6:00 pm Scheme Record Time 1 February 2008 Reduction Court Hearing 4 February 2008 Effective Date of the Scheme 6 February 2008 8:00 am Cancellation of listing of the Company's shares 18 February 2008 Latest date for despatch of cheques, issue of Loan Notes and settlement through CREST *These times and dates are indicative only and will depend on, amongst other things, the date upon which the Conditions are satisfied or, where relevant, waived, on the date on which the Court sanctions the Scheme and confirms the associated Reduction of Capital as well as the date on which the Court Orders are delivered to and registered by the Registrar of Companies. VOTES CAST AT COURT MEETING Resolution to approve the Scheme of Arrangement dated 12 December 2007 Number of Scheme shareholders voting: For: 1,429 (95.84%), Against: 62 (4.16%) Number of votes: For: 216,512,564 (99.87% of the votes cast representing 31.54% of Resolution's total issued share capital), Against: 292,607 (0.13% of the votes cast representing 0.04% of Resolution's total issued share capital). VOTES CAST AT GENERAL MEETING Resolution Votes For* % Votes % Votes Against Withheld** 1. Special resolution to authorise 227,837,032 99.88 263,797 0.12 66,256 the Directors to take all action necessary to implement the Scheme; to cancel the Cancellation Shares; to increase the share capital by the creation of new ordinary shares; to authorise the Directors to allot new ordinary shares; and to amend the Articles of the Company 2. Special resolution to direct the 225,486,003 99.85 2,620,688 1.15 60,394 Directors in accordance with Article 104 of the Company's Articles to use all reasonable endeavours to ensure that the Scheme becomes effective 3. Ordinary resolution to approve 224,931,577 99.86 310,396 0.14 2,925,112 the agreement between Pearl and Clive Cowdery in respect of the Resolution brand. Notes: * Includes discretionary votes ** a vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'for' or 'against' a resolution Enquiries Resolution plc Clive Cowdery / Mike Biggs / Steve Riley +44 (0) 20 7489 4880 Temple Bar Advisory (PR adviser to Resolution) Alex Child-Villiers +44 (0) 20 7002 1080 +44 (0) 7795 425 580 (mobile) Pearl Group Limited Terry Eccles +44 (0) 20 7677 4054 Citigate Dewe Rogerson (PR adviser to Pearl and Impala) Anthony Carlisle +44 (0) 20 7638 9571 +44 (0) 7973 611 888 (mobile) This announcement is not intended to and does not constitute, or form part of any offer or invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposals or otherwise. The Proposals will be made through the Scheme Document, which will contain the full terms and conditions of the Proposals, including details of how to vote in respect of the Proposals. Any response to the Proposals should be made only on the basis of the information contained in the Scheme Document. Citigroup Global Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Resolution in relation to the matters described in the Scheme Document and will not regard any other person (whether or not a recipient of the Scheme Document) as its client in relation to the matters referred to herein and accordingly will not be responsible to any person other than Resolution for providing the protections afforded to clients of Citigroup Global Markets Limited nor for providing advice in relation to the matters described in the Scheme Document. Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Resolution in relation to the matters described in the Scheme Document and will not regard any other person (whether or not a recipient of the Scheme Document) as its client in relation to the matters referred to herein and accordingly will not be responsible to any person other than Resolution for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the matters described in the Scheme Document. ABN AMRO Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser for Impala and Pearl and no-one else in connection with the Acquisition and will not be responsible to any other person for providing the protections afforded to clients of ABN AMRO Corporate Finance Limited nor for providing advice in relation to the Acquisition or any other matter referred to in the Scheme Document. Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and with respect to UK commodity derivatives business by the Financial Services Authority; and regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank AG is acting for Impala and Pearl and no-one else in connection with the Acquisition and will not be responsible to anyone other than Impala and Pearl for providing the protections afforded to clients of Deutsche Bank AG nor for providing advice in connection with the Acquisition or any matter referred to in the Scheme Document. Morgan Stanley & Co. Limited is acting exclusively for Impala and Pearl and no-one else in connection with the matters described in the Scheme Document and will not be responsible to anyone other than Impala and Pearl for providing the protections afforded to clients of Morgan Stanley & Co. Limited nor for providing advice in relation to the Acquisition or any other matter described in the Scheme Document. Dresdner Kleinwort Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser for Royal London and no-one else in connection with Royal London's acquisition of the Royal London Assets and will not be responsible to any person other than Royal London for providing the protections afforded to clients of Dresdner Kleinwort Limited or for affording advice in relation to Royal London's acquisition of the Royal London Assets or any related matters referred to herein. Information for Overseas Persons The release, publication or distribution of this announcement and/or the Scheme Document in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. None of this announcement, the Scheme Document nor the accompanying documents are intended to, and do not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. The Scheme Document and the accompanying documents have been prepared in connection with a proposal in relation to a scheme of arrangement pursuant to, and for the purpose of complying with, English law, the City Code and the Listing Rules and information disclosed may not be the same as that which would have been disclosed in accordance with laws of jurisdictions outside England. Nothing in the Scheme Document or the accompanying documents should be relied upon for any other purpose. The implications of the Acquisition for Overseas Persons may be affected by the laws of the relevant jurisdiction. Such Overseas Persons should inform themselves about and observe any applicable legal or regulatory requirements. If any Overseas Person remains in any doubt, he should consult an independent professional adviser in his relevant jurisdiction without delay. It is the responsibility of each Overseas Person to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection with the Acquisition, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. It is the responsibility of any person into whose possession the Scheme Document comes to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection with the allotment and issue of Loan Notes, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction. The Loan Notes that may be issued pursuant to the Scheme have not been and will not be registered under the US Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States. Accordingly, Loan Notes may not be offered or sold in the United States, except in a transaction not subject to, or in reliance on an exemption from, the requirements of the US Securities Act and such state security laws. Any Loan Notes which may be issued pursuant to the Scheme have not been and will not be registered under the relevant securities laws of Japan and any relevant clearances and registrations have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the Loan Notes has been, or will be, lodged with, or registered with, the Australian Securities and Investments Commission or the Japanese Ministry of Finance. Accordingly, unless otherwise permitted by applicable law and regulation, the Loan Notes may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly in or into Canada, Australia or Japan or any other jurisdiction where to do so would violate the laws of that jurisdiction or would require registration thereof in such jurisdiction. No other listing or equivalent authority has reviewed, approved or disapproved of the Scheme Document, the Scheme or any of the proposals described herein, or the Loan Notes. The Acquisition relates to the acquisition of shares in a UK company and is proposed to be made by means of a scheme of arrangement under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Securities Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US tender offer rules. Financial information on Resolution included in the relevant documentation has been prepared in accordance with accounting standards applicable to listed companies in the UK (i.e. international financial reporting standards). These may not be comparable to the financial statements of US companies. Shareholders in the United States, Canada, Australia and Japan should note the matters set forth in paragraph 18 of Part Two of the Scheme Document. General Impala reserves the right to elect to implement the acquisition of the Resolution Shares by way of a takeover offer (as such term is defined in Part 28 of the Companies Act 2006). In such event, the Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme, except that the Offer may exclude Resolution Shareholders resident in certain overseas jurisdictions. If Impala exercises its right to implement the Acquisition by means of the Offer, the Offer will be made in compliance with applicable laws and regulations. No other listing authority or equivalent had reviewed, approved or disapproved of this announcement or any of the proposals described herein. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, ''interested'' (directly or indirectly) in one per cent. or more of any class of ''relevant securities'' of Resolution, all ''dealings'' in any ''relevant securities'' of Resolution (including by means of an option in respect of, or a derivative referenced to, any such ''relevant securities'') must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn or on which the ''offer period'' for the purposes of the City Code otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ''interest'' in ''relevant securities'' of Resolution they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all ''dealings'' in '' relevant securities'' of Resolution by Impala or Resolution, or by any of their respective ''associates'', must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose ''relevant securities'' ''dealings'' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities'' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ''interest'' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a ''dealing'' under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange END REGKGGGMFLNGRZM
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