Result of Shareholder Meetings
2011年1月28日 - 8:41PM
RNSを含む英国規制内ニュース (英語)
TIDMCPSP
Clyde Process Solutions plc
28 January 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
28 January 2011
Recommended Acquisition of Clyde Process Solutions plc ("CPS" or the "Company")
by S-Process Equipment International S.á r.l. ("Schenck Process") (the
"Acquisition")
Results of shareholder meetings
The Company is pleased to announce that, at the two meetings convened earlier
today in respect of the Acquisition, the resolutions proposed at both meetings
were duly passed by the requisite majorities.
Result of Court Meeting
The first meeting, convened in accordance with an order of the Court (the
"Court Meeting"), sought approval from CPS Shareholders for the Scheme of
Arrangement (the "Scheme") through which the Acquisition is to be effected. The
vote was conducted by way of a poll and the results were as follows:
Number of Percentage Number of Percentage of Number of
Scheme of Scheme Scheme Scheme Scheme Shares
Shares voted Shares voted Shareholders Shareholders voted as a
(%) who voted who voted (%) percentage of
the total
number of
Scheme Shares
(%)
FOR 29,303,322 99.95 119 94.44 72.57
AGAINST 13,769 0.05 7 5.56 0.03
Accordingly, the resolution was duly passed.
Result of General Meeting
The second meeting, a general meeting of CPS Shareholders, sought approval from
CPS Shareholders for matters concerned with the implementation of the Scheme.
The vote was conducted by way of a poll and the results were as follows:
Number of CPS Shares voted Percentage of CPS Shares
voted (%)
FOR 29,326,382 99.95
AGAINST 13,769 0.05
VOTE WITHHELD* 6,000 0.02
*A vote withheld is not a vote in law and is not counted in the calculations of
the proportion of the CPS Shares for or against the resolution.
Accordingly, the resolution was duly passed.
Next steps
Completion of the Scheme remains subject to the satisfaction or, if
appropriate, waiver of the conditions of the Scheme set out in the Scheme
Document dated 6 January 2011 (the "Scheme Document") including, inter alia,
the sanction of the Scheme and confirmation of the Reduction of Capital by the
Court. The Court hearings to sanction the Scheme and confirm the Reduction of
Capital are expected to take place on 17 February 2011 and 21 February 2011,
respectively. It is expected that the Scheme will become effective on 21
February 2011.
The dates stated above are indicative only and will depend, amongst other
things, on the date upon which the Court sanctions the Scheme and confirms the
associated Reduction of Capital and the date on which the conditions set out in
the Scheme Document are satisfied or (if capable of waiver) waived. If any of
the expected dates change, the Company will, unless the Panel otherwise
directs, give notice of any change by issuing an announcement through a
Regulatory Information Service.
Merger approvals
The Company is also pleased to report that Schenck Process has confirmed to the
CPS Board that the Acquisition has received clearance from the national
competition authorities in each of Austria, Cyprus, Russia and the Ukraine.
This satisfied conditions (b) to (e) of the Scheme.
Payment of interim dividend
The Company has previously announced that, if the shareholder resolutions
necessary to implement the Acquisition were passed, the schedule for the
payment of the interim dividend of 0.4 pence per CPS Shares in respect of the
half year ended 31 August 2010 would be modified to facilitate the payment of
the dividend within the expected timetable of the Acquisition. Accordingly,
the Company will pay the interim dividend on 21 February 2011 to all CPS
Shareholders on the register at the close of business on 4 February 2011.
Shareholders should note that, in order to accommodate procedural requirements,
the schedule for payment of the interim dividend (including the record date for
such payment) previously announced by the Company has been modified.
Anticipated timetable
The anticipated timetable of principal events is as follows:
Event Time and/or date (2011)
Last day for dealing in CPS 18 February
Shares
Scheme Record Time, suspension 4.30 p.m. on 18 February
of listing and dealings in CPS
Shares and disablement of CPS
Shares in CREST
Scheme Effective Date 21 February
Despatch of cheques and by 7 March
settlement through CREST
All references in the above timetable to times are to London time unless
otherwise stated.
This announcement will be made available on the CPS website at
www.clydeprocesssolutions.com.
Save where defined in this announcement, terms defined in the announcement of
the proposed Acquisition of 1 December 2010 have the same meaning in this
announcement.
Enquiries:
Schenck Process
Dr Jochen Weyrauch Tel: +49 6151 1531 2808
Greenhill (Financial Adviser to Schenck Process)
Greenhill London: Tel: +44 207 198 7400
Brian Cassin
Ross McCluskey
Greenhill Frankfurt: Tel: +49 69 272 272 00
Philip Meyer-Horn
Anthony Samengo-Turner
CPS Tel: +44 1355 575 000
Jim McColl
Alex Stewart
Cairn Financial Advisers (Financial Adviser to Tel: +44 207 148 7900
CPS)
James Caithie
PricewaterhouseCoopers (Financial Adviser to CPS) Tel: +44 207 583 3000
Andrew Perkin
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash) must make
an Opening Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper offeror is first
identified.
An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company or
of any paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror, save
to the extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
END
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