TIDMFPT
RNS Number : 7784F
Forth Ports PLC
03 May 2011
3 May 2011 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
such jurisdiction RECOMMENDED CASH OFFER for FORTH PORTS PLC by
OTTER PORTS LIMITED a wholly-owned indirect subsidiary of Arcus
European Infrastructure Fund 1 L.P. 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
Otter Ports Limited announced on 22 March 2011 that it had
reached agreement with the directors of Forth Ports PLC ("Forth
Ports") on the terms of a recommended cash offer by Otter Ports
Limited for the entire issued and to be issued share capital of
Forth Ports to be implemented by way of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"). The Scheme
also contained proposals to authorise a re-registration of Forth
Ports as a private limited company and for confirmation of a
reduction of capital, both of which form part of the Scheme. A
circular containing details of the Scheme (the "Circular") was
posted to Forth Ports Shareholders on 31 March 2011.
The Court Meeting and the General Meeting were held on 28 April
2011 to consider and approve the Scheme and related matters. The
Forth Ports Directors announce that, at the Court Meeting, a
majority in number of Meeting Shareholders (being Scheme
Shareholders other than the Arcus Shareholder (as defined in the
Scheme)) present and voting (either in person or by proxy or by
corporate representative) and representing not less than 75 per
cent. in value of the relevant Scheme Shares in respect of which
votes were cast, voted to approve the Scheme.
At the General Meeting, also held on 28 April 2011, the Special
Resolution was passed by the requisite majority.
The full results of the votes cast at the Meetings were as
follows:
Poll results for the Court Meeting
Voting at the Court Meeting was conducted by poll on the
Resolution to approve the Scheme of Arrangement. The results of the
poll were as set out below:
Number of
Meeting % of Meeting
Number of Scheme % of Scheme Shareholders Shareholders
Shares voted Shares voted voting voting
For* 18,087,603 98.52 868 79.20
Against 271,577 1.48 228 20.80
Results for the General Meeting
Voting at the General Meeting was conducted by poll on the
Special Resolution. The results of the poll were as set out
below:
Number of Forth Ports Shares voted % of Forth Ports Shares voted
For* 28,565,094 99.07
Against 162,995 0.57
Withheld** 104,453 0.36
* These figures include discretionary votes.
** 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.
The following is a statement of the forms of proxy received up
to 48 hours before the time of the General Meeting at Equiniti,
Aspect House, Lancing, West Sussex, appointing the Chairman of the
General Meeting as proxy:
Total
For Discretionary Against Withheld Vote
------------------- ---------------- ----------------- ----------------- -----------
No.
No. of of No. of No. of No. of No. of No. of No. of
Votes Cards Votes Cards Votes Cards Votes Cards
----------- ------ ------- ------- -------- ------- -------- ------- -----------
28,496,477 745 66,799 84 158,669 201 104,453 13 28,826,398
----------- ------ ------- ------- -------- ------- -------- ------- -----------
The following is a statement of Chairman's proxy votes for use
in the event of a poll at the General Meeting
For/ Discretion Against Total
------------------------ ------------------------- -------------------------
No. of No. of No. of No. of No. of
Votes Cards No.of Votes Cards Votes Cards
----------- ----------- ------------ ----------- ----------- ------------
28,563,276 829 158,669 201 28,721,945 1,030
----------- ----------- ------------ ----------- ----------- ------------
The anticipated timetable of the remaining principal events in
connection with the Scheme was set out in the Circular and is shown
below:
EXPECTED TIMETABLE OF REMAINING PRINCIPAL EVENTS
Event Time and/or date
The following dates are indicative only and subject
to change. Please see note (1) below.
Last day of dealings in, and for 27 May 2011
registration of transfers of, and
disablement in CREST of, Forth Ports
Shares
Scheme Record Time 6.00 p.m. on 27 May 2011
Court Hearing to sanction the Scheme, 31 May 201
authorise the Re-registration and
confirm the Capital Reduction
Effective Date 2 June 2011
Cancellation of listing of Forth Ports by no later than 8.00 a.m. on 6 June
Shares 2011
Latest date for dispatch of cheques 16 June 2011
and crediting of CREST accounts for
Consideration due under the Scheme
(1) These times and dates are indicative only and will depend,
amongst other things, on the dates upon which the Court sanctions
the Scheme, authorises the Re-registration and confirms the
associated Capital Reduction and the date upon which the Conditions
are either satisfied or (if capable of waiver) waived. If any of
the above times and/or dates is changed, Forth Ports will, unless
the Takeover Panel otherwise directs, give notice of the change by
issuing an announcement through a Regulatory Information Service. A
copy of any announcement amending this timetable issued pursuant to
this note will also be published on Forth Ports' website in
accordance with Rule 19.11 of the City Code.
In accordance with Rule 19.11 of the City Code, a copy of this
announcement will be published on the following website:
www.forthports.co.uk.
Enquiries:
Forth Ports
David Richardson, Chairman
Charles Hammond, Group Chief Executive
Tel: +44 (0)131 555 8700
Investec (Broker to Forth Ports)
Keith Anderson
Charles Batten
Tel: +44 (0)20 7597 5970
Commerzbank (joint financial adviser to Forth Ports)
Rosalind Hedley-Miller
Sean Watherston
Tel: +44 (0) 207 623 8000
Gleacher Shacklock (joint financial adviser to Forth Ports)
Edward Cumming-Bruce
Nigel Binks
Tel: +44 (0) 207 484 1150
Brunswick (PR adviser to Forth Ports)
Jon Coles
Kate Miller
Tel: +44 (0) 207 404 5959
Capitalised terms used but not defined in this announcement have
the meanings given to them in the scheme document containing, inter
alia, the terms and conditions of the Scheme, an explanatory
statement from Commerzbank AG, London Branch, and Gleacher
Shacklock, notices of the Court Meeting and the General Meeting, a
timetable of principal events and details of the actions to be
taken by Forth Ports Shareholders in connection with the Scheme
which was posted to Forth Ports Shareholders on 31 March 2011.
Unless otherwise indicated, all references in this announcement to
times are to London times. Investec Bank plc, which is authorised
and regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Forth Ports and no one else in
connection with the matters set out in this announcement, and will
not be responsible to anyone other than Forth Ports for providing
the protections afforded to clients of Investec Bank plc or for
providing advice in relation to matters set out in this
announcement or any matter referred to herein or the Scheme
Document.
Commerzbank AG London Branch ("Commerzbank") is authorised by
Bundesanstalt fur Finanzdienstleistungsaufsicht (BaFin), the German
Federal Financial Supervisory Authority, and authorised and subject
to limited regulation by the Financial Services Authority.
Commerzbank is acting exclusively for Forth Ports in relation to
the matters set out in this announcement and is not advising any
other person and will not be responsible to anyone other than Forth
Ports for providing the protections afforded to customers of
Commerzbank or for providing advice in relation to matters set out
in this announcement or any offer or arrangements referred to
herein or in the Scheme Document.
Gleacher Shacklock LLP ("Gleacher Shacklock"), which is
authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Forth Ports and no
one else in connection with the matters set out in this
announcement, and will not be responsible to anyone other than
Forth Ports for providing the protections afforded to clients of
Gleacher Shacklock or for providing advice in relation to matters
set out in this announcement or any offer or arrangements referred
to herein or in the Scheme Document.
The distribution of this announcement in jurisdictions other
than the United Kingdom may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than
the UK should inform themselves about, and observe, any applicable
requirements. This announcement has been prepared for the purposes
of complying with UK law and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside of the United Kingdom. This
announcement does not constitute an offer or invitation to sell or
purchase any securities or the solicitation of an offer to buy any
securities pursuant to the Offer or otherwise. The Offer is being
made solely by means of the Circular and the Forms of Proxy, which
contain the full terms and conditions of the Offer. Forth Ports
Shareholders are advised to read the formal documentation in
relation to the Offer carefully. Neither the content of Forth
Ports' or Otter Ports' website (or any other website) nor the
content of any website accessible from hyperlinks on any such
website is incorporated into, or forms part of, this announcement.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the 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 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 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 Code, any person who is, or becomes,
interested in 1% 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 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 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
END
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