TIDMCPS
RNS Number : 2372J
CPL Resources PLC
18 December 2020
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 OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
18 DECEMBER 2020
Recommended acquisition of Cpl Resources plc by Outsourcing
Talent Ireland Limited, a wholly-owned subsidiary of OUTSOURCING
Inc.
Results of Scheme Meeting and EGM
The board of directors of Cpl Resources plc ("Cpl") is pleased
to announce that, at the Scheme Meeting and the EGM held earlier
today in connection with the recommended cash offer by Outsourcing
Talent Ireland Limited ("Bidco"), a wholly-owned subsidiary of
OUTSOURING Inc., for the entire issued and to be issued share
capital of Cpl to be effected by way of a scheme of arrangement
between Cpl and its shareholders under Chapter 1 of Part 9 of the
Companies Act 2014 (the "Scheme"):
-- the Cpl Shareholders voted in favour of the resolution to
approve the Scheme at the Scheme Meeting; and
-- the Cpl Shareholders voted in favour of the EGM Resolutions at the EGM.
Full details of the resolutions passed are set out in the
notices of the Scheme Meeting and EGM contained in the scheme
document published on 25 November 2020 (the "Scheme Document").
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement ("Announcement") have the same
meanings as given to them in the Scheme Document.
The detailed voting results in relation to the Scheme Meeting
and EGM are set out below.
1. Scheme Meeting:
At the Scheme Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
98.54% by value of the Scheme Shares voted, voted in favour of the
resolution to approve the Scheme. Accordingly, the resolution
proposed at the Scheme Meeting was passed on a poll vote .
Details of the votes cast are as follows:
Number of % of Scheme Number of % of Scheme Number of
Scheme Shareholders Shareholders Scheme Shares Shares voted Scheme Shares
who voted who voted voted voted as
a % of Scheme
Shares*
For 37 92.5% 16,970,135 98.54% 61.16%
--------------------- -------------- --------------- -------------- ---------------
Against 3 7.5% 252,081 1.46% 0.91%
--------------------- -------------- --------------- -------------- ---------------
Total 40 100% 17,222,216 100% 62.07%
--------------------- -------------- --------------- -------------- ---------------
Withheld - - - - -
--------------------- -------------- --------------- -------------- ---------------
*The total number of Scheme Shares in issue at the Voting Record
Time was 27,745,935.
2. Extraordinary General Meeting:
At the EGM, Resolutions 1 to 4, as set out in the notice of the
EGM in the Scheme Document, were duly passed on a poll vote. The
results of the poll were as follows:
Resolution 1: to approve the amendment of the Memorandum of
Association
Number of Cpl % of Cpl Shares Number of Cpl
Shares voted voted Shares voted as
a % of Cpl Shares*
For 17,012,134 98.54% 61.31%
-------------- ---------------- --------------------
Against 252,081 1.46% 0.91%
-------------- ---------------- --------------------
Total 17,264,215 100% 62.22%
-------------- ---------------- --------------------
Withheld - - -
-------------- ---------------- --------------------
*The total number of Cpl Shares in issue at the Voting Record
Time was 27,745,935.
Resolution 2: to approve the Scheme of Arrangement
Number of Cpl % of Cpl Shares Number of Cpl
Shares voted voted Shares voted
as a % of Cpl
Shares*
For 17,012,134 98.54% 61.31%
-------------- ---------------- ---------------
Against 252,081 1.46% 0.91%
-------------- ---------------- ---------------
Total 17,264,215 100% 62.22%
-------------- ---------------- ---------------
Withheld - - -
-------------- ---------------- ---------------
* The total number of Cpl Shares in issue at the Voting Record
Time was 27,745,935.
Resolution 3: to approve the amendment of the Articles of
Association
Number of Cpl % of Cpl Shares Number of Cpl
Shares voted voted Shares voted
as a % of Cpl
Shares*
For 17,012,134 98.54% 61.31%
-------------- ---------------- ---------------
Against 252,081 1.46% 0.91%
-------------- ---------------- ---------------
Total 17,264,215 100% 62.22%
-------------- ---------------- ---------------
Withheld - - -
-------------- ---------------- ---------------
* The total number of Cpl Shares in issue at the Voting Record
Time was 27,745,935.
Resolution 4: to approve any motion by the Chairperson to
adjourn the EGM
Number of Cpl % of Cpl Shares Number of Cpl
Shares voted voted Shares voted
as a % of Cpl
Shares*
For 16,824,230 97.46% 60.64%
-------------- ---------------- ---------------
Against 438,985 2.54% 1.58%
-------------- ---------------- ---------------
Total 17,263,215 100% 62.22%
-------------- ---------------- ---------------
Withheld ** 1,000 - -
-------------- ---------------- ---------------
* The total number of Cpl Shares in issue at the Voting Record
Time was 27,745,935.
** 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.
Effective Date and Timetable
Completion of the Acquisition remains subject to satisfaction or
waiver of the other Conditions set out in the Scheme Document,
including the sanction by the High Court of the Scheme at the Court
Hearing. The expected timetable of principal events for the
implementation of the Scheme is set out on page 12 of the Scheme
Document. It is expected that an application will be made to the
High Court on 21 December 2020 to fix the date of the Court Hearing
to sanction the Scheme on a date in January 2020. Once this date
has been fixed, Cpl will give notice of this date by issuing an
announcement through a Regulatory Information Service. Such
announcement will, subject to certain restrictions, also be
available on Cpl's website at www.cpl.com .
Board Update
As noted during today's proceedings, Breffni Byrne, a
non-executive director of the Company, had previously indicated his
intention to retire from the Cpl Board. However, given his
involvement in the Cpl Board's consideration and recommendation of
the Acquisition, he will now remain as a member of the Cpl Board
until (subject to the Scheme becoming effective in accordance with
its terms) completion of the Acquisition.
Enquiries:
Cpl
Anne Heraty (CEO) / Lorna Conn (CFO) +353 1 614 6000
Rothschild & Co (Financial Adviser to Cpl)
+44 (0) 20 7280
Robert Dunnett / Tim Day / Daniel Chetcuti 5000
Davy (Joint Corporate Broker, Euronext Growth
Advisor and NOMAD to Cpl)
Ivan Murphy / Daragh O'Reilly / Orla Cowzer +353 1 679 7788
FTI Consulting (Public Relations Adviser to Cpl)
+353 1 765 0888
/ +353 86 231 4135
Jonathan Neilan / Melanie Farrell / +353 86 401 5250
Statements required by the Takeover Rules
The Cpl Directors accept responsibility for the information
contained in this Announcement. To the best of the knowledge and
belief of the Cpl Directors (who have taken all reasonable care to
ensure such is the case), the information contained in this
Announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
Rothschild & Co, which is authorised and regulated by the UK
Financial Conduct Authority, is acting as financial adviser to Cpl
and no one else in connection with the Acquisition and will not be
responsible to anyone other than Cpl for providing the protections
afforded to clients of Rothschild & Co, nor for providing
advice in connection with the Acquisition or the other matters
referred to herein. Neither Rothschild & Co nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Rothschild & Co in connection with the Acquisition, this
Announcement, any statement contained herein or otherwise.
Davy, which is authorised and regulated by the Central Bank of
Ireland, is acting exclusively for Cpl and no one else in
connection with the matters referred to in this Announcement and
will not be responsible to anyone other than Cpl for providing the
protections afforded to clients of Davy, or for providing advice in
connection with the matters referred to in this Announcement.
Disclosure requirements of the Takeover Rules
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, "interested" (directly or indirectly)
in, 1% or more of any class of "relevant securities" of Cpl, all
"dealings" in any "relevant securities" of Cpl (including by means
of an option in respect of, or a derivative referenced to, any such
"relevant securities") must be publicly disclosed by not later than
3:30 pm (Irish time) on the "business day" in Dublin following the
date of the relevant transaction. This requirement will continue
until the date on which the "offer period" ends. If two or more
persons co-operate on the basis of any agreement, either express or
tacit, either oral or written, to acquire an "interest" in
"relevant securities" of Cpl, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all "dealings" in "relevant securities" of Cpl by OUTSOURCING or
Bidco, or by any party acting in concert (as defined in the Irish
Takeover Panel Act 1997 (as amended)) with either of them, must
also be disclosed by no later than 12 noon (Irish time) on the
business day in Dublin following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
"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 Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678
9020.
General
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
Ireland or the United Kingdom. Persons who are not resident in
Ireland or the United Kingdom, or who are subject to laws of any
jurisdiction other than Ireland or the United Kingdom, should
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
legal or regulatory requirements may constitute a violation of the
laws and/or regulations of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person.
The release, publication or distribution of this Announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this Announcement and
all other documents relating to the Acquisition are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any restricted jurisdiction.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, OUTSOURCING, Bidco and Cpl disclaim
any responsibility or liability for the violations of any such
restrictions by any person.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Any figures shown for the same
category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them.
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END
ROMUWUBRRVUUAAA
(END) Dow Jones Newswires
December 18, 2020 12:45 ET (17:45 GMT)
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