Results of Court Meeting and General Meeting


 

TIDMMOR 
 
RNS Number : 6536M 
Morse PLC 
27 May 2010 
 

Not for release, publication or distribution, in whole or in part, in or into 
any jurisdiction where to do so would constitute a violation of the relevant 
laws of that jurisdiction 
 
 
27 May 2010 
                                    MORSE plc 
 
                  Results of Court Meeting and General Meeting 
 
  Recommended cash acquisition of Morse plc by 2e2 Limited (the "Acquisition") 
 
The board of Morse is pleased to announce that, at the Court Meeting and General 
Meeting of eligible Morse Shareholders held earlier today, Morse Shareholders 
voted to approve, by the necessary majorities, the scheme of arrangement under 
Part 26 of Companies Act 2006 and other associated matters to implement the 
Acquisition.  Details of the resolutions passed are set out in the notices of 
the meetings contained in the Scheme document posted to Morse Shareholders on 30 
April 2010 (the "Scheme Document"). 
 
Voting results of Court Meeting 
 
The vote was conducted by way of a poll and the results were as follows:- 
 
+-----------------------------------+---------------+--------------+ 
|                                   |      FOR      |   AGAINST    | 
+-----------------------------------+---------------+--------------+ 
| Number of eligible Shareholders   |  172 (90.5%)  |  18 (9.5%)   | 
| casting votes                     |               |              | 
+-----------------------------------+---------------+--------------+ 
| Number of votes cast by the       |  87,681,445   |    27,272    | 
| eligible Shareholders             |   (99.97%)    |   (0.03%)    | 
+-----------------------------------+---------------+--------------+ 
 
 
Voting results of General Meeting 
 
The special resolution to approve certain steps to give effect to the Scheme was 
duly passed on a poll.  The votes cast were as follows:- 
 
+----------------+----------------+----------------+----------------+ 
|                |      FOR       |    AGAINST     | VOTE WITHHELD  | 
+----------------+----------------+----------------+----------------+ 
| To approve and |  176 (91.2%)   |   17 (8.8%)    |       1        | 
| give effect to |                |                |                | 
| the scheme of  |                |                |                | 
| arrangement    |                |                |                | 
+----------------+----------------+----------------+----------------+ 
 
In relation to the General Meeting: 
1. the issued share capital at the date of the meeting was 129,882,763 ordinary 
shares with voting rights (82 shares of which are  not listed); 
2. votes were tendered in respect of 85,617,027 ordinary shares respectively 
being 65.92% of the issued share capital; 
3. any proxy appointments which gave discretion to the Chairman have been 
included in the shares 'FOR' total; and 
4. a 'vote withheld' is not a vote in law and is not counted in the calculations 
of the proportion of the shares 'FOR' or 'AGAINST' the resolution. 
 
The implementation of the Acquisition remains conditional on the satisfaction or 
waiver of the remaining Conditions set out in the Scheme Document, including the 
sanction of the Scheme and the confirmation of the Capital Reduction by the 
Court.  It is anticipated that the Court hearing to sanction the Scheme will 
take place on 21 June 2010 and the Court hearing to confirm the Capital 
Reduction will take place on 23 June 2010, with the Scheme becoming effective on 
24 June 2010 and cheques being despatched or settlement through CREST being 
within 14 days of the Scheme becoming effective. 
 
Terms used in this Announcement shall (unless the context otherwise requires) 
have the same meanings as set out in the Scheme Document. 
 
In accordance with Rule 9.6 of the Listing Rules, copies of the resolutions have 
been submitted to the UK Listing Authority and will be available for inspection 
at the UK Listing Authority's Document Viewing Facility, which is situated at: 
Financial Services Authority 
 25 The North Colonnade 
 Canary 
Wharf 
 London 
 E14 5HS 
A copy of this announcement will be made available on Morse's website at 
www.morse.com as soon as practicable. 
Enquiries: 
 
+---------------------------------+---------------------------------+ 
| Morse plc                       | +44 (0)20 8380 8000             | 
+---------------------------------+---------------------------------+ 
| Mike Phillips Chief Executive   |                                 | 
| Officer                         |                                 | 
| Guy Millward, Group Finance     |                                 | 
| Director                        |                                 | 
+---------------------------------+---------------------------------+ 
|                                 |                                 | 
+---------------------------------+---------------------------------+ 
| Investec Bank plc               | +44 (0)20 7597 4000             | 
+---------------------------------+---------------------------------+ 
| Andrew Pinder                   |                                 | 
| Patrick Robb                    |                                 | 
| Dominic Emery                   |                                 | 
+---------------------------------+---------------------------------+ 
|                                 |                                 | 
+---------------------------------+---------------------------------+ 
| Financial Dynamics              | +44 (0) 20 7831 3113            | 
+---------------------------------+---------------------------------+ 
| Charles Palmer                  |                                 | 
| Haya Herbert- Burns             |                                 | 
| Nicola Biles                    |                                 | 
+---------------------------------+---------------------------------+ 
 
The directors of Morse accept responsibility for the information contained in 
this Announcement.  To the best of the knowledge and belief of the directors of 
Morse (who have taken all reasonable care to ensure that such is the case) the 
information contained in this announcement is in accordance with the facts. 
 
Investec Bank plc, which is authorised and regulated in the United Kingdom by 
the FSA is acting exclusively for Morse and no one else in connection with the 
Acquisition and will not be responsible to anyone other than Morse for providing 
the protections afforded to clients of Investec Bank plc nor for giving advice 
in relation to the Acquisition or any matter or arrangement referred to in this 
announcement. 
 
The distribution of this Announcement in jurisdictions other than the United 
Kingdom may be restricted by the laws of those jurisdictions and therefore 
persons into whose possession this Announcement comes should inform themselves 
about and observe any such restrictions. Any failure to comply with any such 
restrictions may constitute a violation of the securities laws of any such 
jurisdiction. This Announcement does not constitute an offer or an invitation to 
purchase or subscribe for any securities or a solicitation of an offer to buy 
any securities pursuant to this Announcement or otherwise in any jurisdiction in 
which such offer or solicitation is unlawful. This Announcement has been 
prepared in connection with proposals in relation to a scheme of arrangement 
pursuant to and for the purpose of complying with the laws of England and Wales, 
the Takeover Code and the Rules of the London Stock Exchange and information 
disclosed may not be the same as that which would have been prepared in 
accordance with the laws of any jurisdiction outside England. Nothing in this 
Announcement should be relied on for any other purpose. 
 
Disclosure requirements of the Takeover Code 
 
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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) Morse and (ii) any paper offeror(s). An Opening Position Disclosure 
by a person to whom Rule 8.3(a) of the Takeover Code 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 Morse 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 Takeover Code, any person who is, or becomes, 
interested in 1% or more of any class of relevant securities of Morse or of any 
paper offeror must make a Dealing Disclosure if the person deals in any relevant 
securities of Morse 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 Morse 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 Morse and by any offeror and 
Dealing Disclosures must also be made by Morse, by any offeror and by any 
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the 
Takeover Code). 
 
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 Takeover 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. 
 
Terms in quotation marks are defined in the Takeover Code, which can also be 
found on the Panel's website. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OUPSELFFWFSSEFI
Morse (LSE:MOR)
過去株価チャート
から 5 2024 まで 6 2024