Results of Court Meeting and General Meeting
19 Julho 2010 - 10:08AM
UK Regulatory
TIDMEBG TIDMWTN
RNS Number : 5588P
Energybuild Group PLC
19 July 2010
THE FOLLOWING IS BEING RE-RELEASED TO FACILITATE ONWARD TRANSMISSION. THE
ANNOUNCEMENT IS UNCHANGED AND REPRODUCED IN FULL BELOW.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
19 July 2010
Energybuild Group plc
("Energybuild" or the "Company")
Results of Court Meeting and General Meeting
The Board of Energybuild is pleased to announce that, at the Court Meeting and
General Meeting held earlier today, eligible Scheme Shareholders and Energybuild
Shareholders, respectively, voted to approve, by the necessary majorities, the
Scheme of Arrangement and other associated matters to implement the Proposal.
Details of the resolutions passed are set out in the notices of the meetings
contained in the Scheme Document posted to Energybuild Shareholders on 25 June
2010.
Voting results of Court Meeting
At the Court Meeting, a majority in number of Scheme Shareholders who voted
(either in person or by proxy), representing 99.97 per cent. by value of those
Scheme Shares voted, voted to approve the Scheme. The vote was conducted by way
of a poll and the results were as follows:
+--------------+------------+---------+
| | For | Against |
+--------------+------------+---------+
| Number | 72 | 6 |
| of | (92.3%) | (7.7%) |
| Scheme | | |
| Shareholders | | |
| casting | | |
| votes | | |
+--------------+------------+---------+
| Number | 56,279,984 | 16,071 |
| of | (99.97%) | (0.03%) |
| votes | | |
| cast | | |
| by the | | |
| Scheme | | |
| Shareholders | | |
+--------------+------------+---------+
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 | Withheld |
+---------+-------------+---------+----------+
| To | 119,848,526 | 169,671 | - |
| approve | (99.86%) | (0.14%) | |
| and | | | |
| give | | | |
| effect | | | |
| to the | | | |
| Scheme | | | |
+---------+-------------+---------+----------+
In relation to the General Meeting:
· the issued share capital at the Voting Record Time was 226,666,667
ordinary shares, of which the Western Group held 124,006,667 (representing
approximately 54.71 per cent.);
· votes were tendered in respect of 119,848,526 ordinary shares,
representing approximately 52.87 per cent. of the total issued share capital.
The implementation of the Proposal 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 and to
confirm the Capital Reduction will take place on 5 August 2010, with the Scheme
becoming effective on 6 August 2010, Admission of the New Western Shares and
CREST accounts being credited on 9 August 2010 and share certificates in respect
of the New Western Shares being despatched within 14 days of the Scheme becoming
effective.
Capitalised terms used in this announcement have the same meanings as given to
them in the Scheme Document unless the context requires otherwise.
A copy of this announcement will be made available on Energybuild's website at
www.energybuild.co.uk by no later than 12 noon on 20 July 2010.
Enquiries:
+-------------+--------+--------------+
| Energybuild | | + 44 |
| Group Plc | | (0) |
| Colin Cooke | | 1639 722 400 |
| / Rhidian | | |
| Davies | | |
+-------------+--------+--------------+
| Arbuthnot | | + 44 |
| Securities | | (0) 20 |
| Limited | | 7012 2000 |
| James | | |
| Steel / Ed | | |
| Groome | | |
+-------------+--------+--------------+
| St | | + 44 |
| Brides | | (0) |
| Media | | 207 236 1177 |
| & | | |
| Finance | | |
| Limited | | |
| Hugo de | | |
| Salis / | | |
| Paul | | |
| Youens | | |
+-------------+--------+--------------+
The Directors of Energybuild take responsibility for the information contained
in this announcement. To the best of the knowledge and belief of the directors
of Energybuild, 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.
Arbuthnot Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Energybuild and no one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Energybuild for providing the protections
afforded to customers of Arbuthnot Securities or for providing advice in
relation to the Proposal or any other matters referred to in this announcement.
This announcement is not intended to, and does not, constitute or form part of
any offer to sell or an invitation to purchase or to subscribe for any
securities pursuant to the Proposal or otherwise or the solicitation of any vote
or approval in any jurisdiction. The Proposal has been made solely through the
Scheme Document and the Forms of Proxy, which contained the full terms and
conditions of the Proposal, including details of how to vote in respect of the
Proposal.
The availability of the Proposal to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdiction. Any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about and observe any applicable requirements.
Copies of this announcement are not being, and must not be, directly or
indirectly mailed or otherwise forwarded, distributed or sent in or into any
jurisdiction where to do so would violate the laws of that jurisdiction and
persons receiving this announcement (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or otherwise send it
in, or into or from any such jurisdiction.
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning the
Energybuild Group and the Western Group. Generally, the words "will", "may",
"should", "continue", "believes", "expects", "intends", "anticipates" or similar
expressions identify forward-looking statements. These forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking statements. Many
of these risks and uncertainties relate to factors that are beyond the
companies' abilities to control or estimate precisely, such as future market
conditions and the behaviours of other market participants, and therefore undue
reliance should not be placed on such statements. Energybuild and Western assume
no obligation and do not intend to update these forward-looking statements,
except as required pursuant to applicable law.
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) 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 p.m. (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m.
(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 Takeover Code, any person who is, or becomes,
interested in one 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 p.m. (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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
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