TIDMBPI
RNS Number : 1656F
British Polythene Industries PLC
25 July 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
For immediate release
25 July 2016
RECOMMED CASH AND SHARE OFFER
FOR
BRITISH POLYTHENE INDUSTRIES PLC
BY
RPC GROUP PLC
to be effected
by way of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting
The Board of British Polythene Industries PLC ("BPI") is pleased
to announce that, at the Court Meeting and the General Meeting
convened earlier today in connection with the recommended cash and
share offer made by RPC Group Plc ("RPC") to acquire the entire
issued and to be issued share capital of BPI (the "Offer") to be
effected by way of a scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"), the BPI Shareholders voted
to:
-- approve the Scheme at the Court Meeting; and
-- pass the special resolution at the General Meeting to approve
the implementation of the Scheme and make amendments to BPI's
articles of association.
Full details of the resolutions passed are set out in the
notices of the Court Meeting and General Meeting contained in the
scheme document published on 1 July 2016 in relation to the Offer
(the "Scheme Document").
The detailed voting results in relation to the Court Meeting and
the General Meeting are summarised below.
COURT MEETING
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
99.95 per cent. by value of those Scheme Shares voted, voted in
favour of the resolution to approve the Scheme. The resolution
proposed at the Court Meeting was decided on a poll vote. Details
of the votes cast are as follows:
Number Number % of Scheme % of Scheme Number
of Scheme of Scheme Shares Shareholders of Scheme
Shareholders Shares voted who voted Shares
who voted voted voted
as a %
of the
issued
share
capital
--------- -------------- ----------- ------------ -------------- -----------
For 497 17,109,261 99.95 19.44 62.34
--------- -------------- ----------- ------------ -------------- -----------
Against 17 9,313 0.05 0.66 0.03
--------- -------------- ----------- ------------ -------------- -----------
Total 514 17,118,574 100.00 20.10 62.37
--------- -------------- ----------- ------------ -------------- -----------
Accordingly, the resolution to approve the Scheme proposed at
the Court Meeting was duly passed.
GENERAL MEETING
At the General Meeting, the special resolution to authorise the
implementation of the Scheme and amend BPI's articles of
association, as set out in the notice of the General Meeting
contained in Part X (Notice of General Meeting) of the Scheme
Document, was duly passed on a poll vote. The results are detailed
as follows:
Number of % of BPI Number of BPI
BPI Shares Shares voted Shares voted
voted as a % of the
issued ordinary
share capital
**
--------- ------------ -------------- -----------------
For* 17,389,098 99.93 63.36
--------- ------------ -------------- -----------------
Against 11,627 0.07 0.04
--------- ------------ -------------- -----------------
Total 17,400,725 100.00 63.40
--------- ------------ -------------- -----------------
* Includes discretionary votes.
** The total number of BPI Shares in issue on 25 July 2016 is
27,444,690.
Next Steps
Completion of the Offer remains subject to the satisfaction or
(where capable of being waived) waiver of the other Conditions set
out in the Scheme Document, including the Court sanctioning the
Scheme at the Court Hearing which is expected to take place on 28
July 2016. As previously announced on 4 July 2016, unconditional
merger clearance has been received from the European Commission.
Subject to the remaining Conditions being satisfied or (where
applicable) waived, the Scheme is expected to become effective on 1
August 2016. The expected timetable for the implementation of the
Scheme remains as set out on pages 11 and 12 of the Scheme
Document.
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be available free of charge (subject to any
applicable restrictions with respect to persons resident in
Restricted Jurisdictions) on the website of BPI at www.bpipoly.com
by no later than 12:00 noon (London time) on the business day
following this announcement. Copies of the Scheme Document and
further information about the Offer are also available on the same
website.
In accordance with Rule 30.2 of the Takeover Code, a person so
entitled may request a hard copy of this announcement, free of
charge, by contacting Investec on +44 (0) 207 597 4000. For persons
who receive a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent unless so requested. In accordance with Rule 30.2 of the
Takeover Code, a person so entitled may also request that all
future documents, announcements and information to be sent to them
in relation to the Offer should be in hard copy form.
Copies of the resolutions passed at the Court Meeting and
General Meeting will shortly be submitted to the National Storage
Mechanism and will be available for inspection at
www.morningstar.co.uk/uk/NSM.
Enquiries:
British Polythene Industries
PLC 01475 501000
Cameron McLatchie, Chairman
John Langlands, Chief Executive
Investec Bank plc (Financial
Adviser to BPI) 0207 597 4000
Keith Anderson / James Rudd
/ William Godfrey
FTI Consulting 0203 727 1000
Charles Palmer
Important Notices
Investec Bank plc, which is authorised by the PRA and regulated
in the UK by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively for BPI and no one else
in connection with the Offer, and will not be responsible to anyone
other than BPI for providing the protections afforded to clients of
Investec Bank plc nor for providing advice in relation to the Offer
or any other matter referred to in this announcement.
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Offer or otherwise.
This announcement does not constitute a prospectus or a
prospectus equivalent document.
Capitalised terms in this announcement shall unless otherwise
defined, have the same meanings as set out in the Scheme
Document.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 securities exchange
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
commencement of the Offer Period and, if later, following the
announcement in which any securities exchange 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 securities exchange 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 p.m. on the 10th Business Day following
the commencement of the Offer Period and, if appropriate, by no
later than 3:30 p.m. on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange
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 p.m. on the
Business Day following the date of the relevant dealing.
Disclosures are therefore required of interests in the shares of
RPC and BPI.
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
securities exchange 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 Takeover Panel's website at http://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. Enquiries should be made of the Takeover Panel's Market
Surveillance Unit on +44 (0) 20 7638 0129 if there is any doubt as
to whether an Opening Position Disclosure or a Dealing Disclosure
is required to be made.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMLLFSSDVIEFIR
(END) Dow Jones Newswires
July 25, 2016 10:46 ET (14:46 GMT)
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