Resolution PLC - Result of EGM

Wed Jan 9, 2008 9:06am EST

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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
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