CHU Chaucer Hldgs

TIDMCHU

RNS Number : 0179I

Chaucer Holdings PLC

07 June 2011

For immediate release 7 June 2011

CHAUCER HOLDINGS PLC ('Chaucer')

RESULT OF COURT MEETING AND GENERAL MEETING

Court Meeting

Chaucer is pleased to announce that the proposed resolution to approve the Scheme of Arrangement between the Company and the Scheme Shareholders, as set out in the circular published on 11 May 2011 and the supplementary circular published on 20 May 2011, was duly passed by the requisite majority at the Court Meeting held earlier today.

Valid proxy votes were received over a total of 325,942,067 ordinary shares of the Company, representing 59.47% of the total number of votes capable of being cast. A poll was conducted on the proposed resolution and the results are detailed below:

 
            Cards         Votes   % of vote   % of capital 
---------  ------  ------------  ----------  ------------- 
 For          392   323,953,497       99.36          59.11 
---------  ------  ------------  ----------  ------------- 
 Against       79     2,090,570        0.64           0.38 
---------  ------  ------------  ----------  ------------- 
 Total        471   326,044,067      100.00          59.49 
---------  ------  ------------  ----------  ------------- 
 

General Meeting

Chaucer is pleased to announce that the proposed special resolution to approve implementation of the Scheme of Arrangement between the Company and the Scheme Shareholders, to approve the reduction of the capital of Chaucer and to approve other certain related matters, as set out in the circular published on 11 May 2011 and supplementary circular published on 20 May 2011, was duly passed by the requisite majority at the Company's General Meeting held earlier today.

Valid proxy votes (including votes withheld) were received over a total of 329,159,024 ordinary shares of the Company, representing 60.06% of the total number of votes capable of being cast. A poll was conducted on the proposed resolution and the results are detailed below:

 
                        Cards         Votes   % of vote   % of capital 
---------------------  ------  ------------  ----------  ------------- 
 For                      372   322,989,166       99.35          58.93 
---------------------  ------  ------------  ----------  ------------- 
 Against                   81     2,102,821        0.65           0.38 
---------------------  ------  ------------  ----------  ------------- 
 Total without votes 
  withheld                453   325,091,987      100.00          59.31 
---------------------  ------  ------------  ----------  ------------- 
 Votes withheld             8     4,169,307           -           0.76 
---------------------  ------  ------------  ----------  ------------- 
 

In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the special resolution passed at the General Meeting has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.do.

Implementation of the Scheme remains subject to the High Court of Justice for England and Wales sanctioning the Scheme and confirming the associated reduction of Chaucer's share capital at the Court Hearing which is currently expected to take place on 28 June 2011. Subject to the Scheme receiving the sanction and confirmation of the Court on this date, the Effective Date of the Scheme is expected to be 1 July 2011.

It is also expected that the listing and dealings in Chaucer Shares will be suspended with effect from 5.00 p.m. on 30 June 2011 and, if the Scheme becomes effective, the cancellation of the admission to trading of Chaucer Shares on the London Stock Exchange's main market for listed securities and the admission of Chaucer Shares to the Official List will in each case take place by no later than 8.00 a.m. on 2 July 2011. The consideration due to Scheme Shareholders will be sent no later than 14 days after the Effective date.

Capitalised terms used but not defined in this announcement have the same meanings as given to them in the circular published on 11 May 2011 and the supplementary circular published on 20 May 2011.

Enquiries:

The Hanover Tel: +1 508 855 1000

Oksana Lukasheva, Investor Relations

Michael Buckley, Media Relations

Goldman Sachs International Tel: +44 (0) 20 7774 1000 (Sole financial adviser to The Hanover)

Tom Vandever

Nimesh Khiroya

Chaucer Tel: +44 (0) 20 7397 9700

Bob Stuchbery, Chief Executive

Kinmont Tel: +44 (0) 20 7087 9100 (Joint financial adviser to Chaucer)

John O'Malley

Mat Thackery

Willis Capital Markets & Advisory Tel: +44 (0) 20 3124 6000 (Joint financial adviser to Chaucer)

Michiel Bakker

John Philipsz

Numis Securities Limited Tel: +44 (0) 20 7260 1000 (Corporate broker to Chaucer)

Oliver Hemsley

Charles Farquhar

Citigate Dewe Rogerson Tel: +44 (0) 20 7638 9571 (PR adviser to Chaucer)

Justin Griffiths

Sarah Gestetner

This information is provided by RNS

The company news service from the London Stock Exchange

END

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