TIDMFREE
RNS Number : 4132N
FreeAgent Holdings PLC
08 May 2018
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 OF SUCH
JURISDICTION
For immediate release
8 May 2018
FreeAgent Holdings PLC
Results of Court Meeting and General Meeting
FreeAgent Holdings PLC (FreeAgent) is pleased to announce that
at the Court Meeting and General Meeting held today in connection
with the proposed recommended cash offer (the Offer) for the entire
issued share capital of FreeAgent made by Silvermere Holdings
Limited (RBS BidCo), a wholly-owned indirect subsidiary of The
Royal Bank of Scotland Group Plc (RBS), intended to be effected by
means of a court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the Scheme), all of the resolutions put to
shareholders were passed by the requisite majorities.
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting contained in the scheme
document posted to, amongst others, FreeAgent shareholders on 11
April 2018 (the Scheme Document).
The number of Scheme Shares in issue at 6.00 p.m. UK time on 3
May 2018 (being the Voting Record Time) was 40,742,775.
Voting results of the Court Meeting
Results of the poll at the Court Meeting held on 8 May 2018 are
set out below.
Number of Independent % of Independent Scheme Number of Scheme Shares % of Scheme Shares held
Scheme Shareholders who Shareholders who voted held by Independent by Independent Scheme
voted Scheme Shareholders Shareholders voted
voted
For 49 92 18,798,272 99.90
------------------------- -------------------------- ------------------------- -------------------------
Against 4 8 19,062 0.10
------------------------- -------------------------- ------------------------- -------------------------
Voting results of the General Meeting
Results of the poll at the General Meeting held on 8 May 2018
are set out below.
Special Resolution Votes for % Votes against % Votes withheld*
Approval of the implementation of the Scheme, including
amendments to the FreeAgent Articles 28,123,826 99.99 3,351 0.01 0
----------- ------ -------------- ----- ----------------
Ordinary Resolution Votes for % Votes against % Votes withheld*
Approval of the Management Arrangements by Independent
FreeAgent Shareholders 18,802,096 99.98 3,351 0.02 0
----------- ------ -------------- ----- ----------------
Effective Date and Timetable
The Offer remains subject to the satisfaction or (if capable of
waiver) waiver of the remaining Conditions, including the sanction
of the Scheme by the Court of Session. The expected timetable of
principal events for the implementation of the Scheme remains as
set out in the announcement of FreeAgent published on 18 April
2018. The Court Hearing (to sanction the Scheme) is expected to
take place on 30 May 2018. If the Scheme becomes effective in
accordance with its terms, it is intended that dealings in
FreeAgent Shares on AIM will be suspended at 7.30 a.m. on 1 June
2018 and subsequently FreeAgent Shares will be cancelled from
admission to trading on AIM at 7.00 a.m. on 4 June 2018.
Each of these dates and the dates set out in the announcement on
18 April 2018 continues to be subject to change. If any of the key
dates set out in that announcement change, FreeAgent will give
notice of this change by issuing an announcement through a
Regulatory Information Service and by making such announcement
available on its website at
https://www.freeagent.com/investors/.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Scheme
Document.
Enquiries:
FreeAgent Holdings plc via FTI Consulting,
LLP
Ed Molyneux, CEO
N+1 Singer (Financial Adviser and Broker Tel: +44 (0) 207
to FreeAgent) 496 3000
Sandy Fraser
Jen Boorer
FTI Consulting LLP
Matt Dixon Tel: +44 (0) 20 3727
1000
Jamie Ricketts freeagent@fticonsulting.com
Emma Hall
The Royal Bank of Scotland Group Plc
Matt Waymark, Investor Relations Tel: +44 (0) 20 7672
1758
BofA Merrill Lynch (RBS' Financial Adviser
and Corporate Broker) Tel: +44 (0) 20 7268
1000
Arif Vorha
Peter Luck
Geoff Iles
Pete Nicholls
Important notices
CMS Cameron McKenna Nabarro Olswang LLP is retained as legal
adviser to RBS and RBS BidCo. Dentons UK and Middle East LLP is
retained as legal adviser to FreeAgent.
Merrill Lynch International (BofA Merrill Lynch), which is
authorised by the Prudential Regulation Authority and regulated in
the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for RBS and
RBS BidCo and no one else in connection with the subject matter of
this announcement and will not be responsible to anyone other than
RBS and RBS BidCo for providing the protections afforded to clients
of BofA Merrill Lynch or for providing advice in connection with
the subject matter of this announcement.
Nplus1 Singer Advisory LLP (N+1 Singer), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting solely for FreeAgent as financial adviser and broker in
relation to the matters referred to in this announcement and for no
one else. N+1 Singer will not be responsible to anyone other than
FreeAgent for providing the protections afforded to its clients or
for providing advice in relation to the contents of this
announcement or any arrangement referred to herein.
BofA Merrill Lynch and N+1 Singer have given and not withdrawn
their consent to the publication of this announcement with the
inclusion in it of the references to their respective names and
(where applicable) advice in the form and context in which they
appear.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of an offer to buy any
securities, pursuant to the Acquisition or otherwise. The
Acquisition will be made solely by means of the Scheme Document or
any document by which the Acquisition is made which will contain
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Scheme.
Any approval, decision or other response to the Acquisition
should be made only on the basis of the information in the Scheme
Document. FreeAgent Shareholders are strongly advised to read the
formal documentation in relation to the Acquisition once it has
been despatched.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
any jurisdiction other than the United Kingdom should inform
themselves of, and observe, any applicable requirements. In
particular the ability of persons who are not resident in the UK,
to vote their FreeAgent Shares with respect to the Scheme at the
Court Meeting, and/or the General Meeting, or to appoint another
person as proxy to vote at the Court Meeting and/or the General
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction. This announcement does
not constitute an offer or an invitation to purchase or subscribe
for any securities or a solicitation of an offer to buy any
securities pursuant to this announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful. This
announcement has been prepared for the purposes of complying with
the laws of the United Kingdom, the Market Abuse Regulation and the
City 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 any jurisdiction outside
United Kingdom. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by RBS BidCo or required by the City
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do
so would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and any formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed, transmitted or otherwise
forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would
constitute a violation of the laws of that jurisdiction, and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send such documents in or into or from any Restricted Jurisdiction.
Doing so may render invalid any related purported vote in respect
of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.
The availability of the Acquisition to FreeAgent Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
Further details in relation to FreeAgent Shareholders in
overseas jurisdictions are contained in the Scheme Document.
Notice to US holders of FreeAgent Shares
The Acquisition relates to the shares in a Scottish public
limited company and is proposed to be made by means of a scheme of
arrangement provided for under Scots law and, in the case of a
scheme of arrangement, Part 26 of the Companies Act. A transaction
effected by means of a scheme of arrangement is not subject to the
proxy solicitation or tender offer rules under the Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom
to schemes of arrangement, which differ from the requirements of US
proxy solicitation or tender offer rules. If, in the future, RBS
BidCo exercises the right to implement the Acquisition by way of a
Takeover Offer and determines to extend the offer into the US, the
Acquisition will be made in compliance with applicable US laws and
regulations. Financial information included in this announcement
and the Scheme Document has been or will have been prepared in
accordance with non-US accounting standards that may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the US.
It may be difficult for US holders of FreeAgent Shares to
enforce their rights and any claim arising out of the US federal
securities laws, since RBS, RBS BidCo and FreeAgent are located in
a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of
FreeAgent Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
Neither the SEC nor any securities commission of any state of
the United States has approved the Acquisition, passed upon the
fairness of the Acquisition or passed upon the adequacy or accuracy
of this announcement. Any representation to the contrary is a
criminal offence in the United States.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its FreeAgent Shares pursuant
to the Scheme will likely be a taxable transaction for United
States federal income tax purposes and under applicable United
States state and local, as well as foreign and other, tax laws.
Each US holder is urged to consult his or her independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to him or her.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the Exchange Act, RBS BidCo or its nominees or brokers
(acting as agents) may from time to time make certain purchases of,
or arrangements to purchase, FreeAgent Shares outside the United
States, other than pursuant to the Acquisition, until the Scheme
becomes Effective and/or the date on which the Takeover Offer
becomes unconditional, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases will be disclosed as required in the UK, will
be reported to the Regulatory Information Service of the London
Stock Exchange and will be available on the London Stock Exchange
website.
Forward looking statements
This announcement contains statements about RBS, RBS BidCo and
FreeAgent that are or may be forward looking statements. All
statements other than statements of historical facts included in
this announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of RBS, RBS BidCo or
FreeAgent's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on RBS,
RBS BidCo or FreeAgent's businesses.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. FreeAgent, RBS
and RBS BidCo disclaim any obligation to update any forward looking
or other statements contained herein, except as required by
applicable law. Except as expressly provided in this announcement,
they have not been reviewed by the auditors of FreeAgent or RBS.
All subsequent oral or written forward looking statements
attributable to FreeAgent, RBS or RBS BidCo or any of their
respective members, directors, officers or employees or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Should one or more of these risks
or uncertainties materialise, or should underlying assumptions
prove incorrect, actual results may vary materially from those
described in this announcement.
No member of the RBS Group, nor the FreeAgent Group, nor any of
their respective associates, directors, officers, employees or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who at the
relevant time is interested (directly or indirectly) 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 the 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. (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 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 City Code, any person who is, or
becomes, interested (directly or indirectly) 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(s), 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
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 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Information relating to FreeAgent Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by FreeAgent Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from FreeAgent may be provided to RBS and RBS BidCo
during the Offer Period as required under Section 4 of Appendix 4
to the City Code, in order to comply with Rule 2.11(c).
No profit forecast or estimates
No statement in this announcement is intended as a profit
forecast or profit estimate for FreeAgent or the FreeAgent Group or
RBS or the RBS Group. No statement in this announcement should be
interpreted to mean that earnings per FreeAgent Share or earnings
per RBS Share for the current or future financial years would
necessarily match or exceed the historical published earnings per
FreeAgent Share or earnings per RBS Share.
Publication on website and availability of hard copies
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on RBS's and FreeAgent's websites at
https://investors.rbs.com and
www.https://www.freeagent.com/investors, respectively, by no later
than 12.00 p.m. (London time) on the Business Day following this
announcement. None the contents of RBS's website, those of
FreeAgent's website, or those of any other website accessible from
hyperlinks on either RBS's or FreeAgent's website, are incorporated
into or form part of this announcement.
FreeAgent Shareholders may request a hard copy of this
announcement (and any information incorporated by reference in this
announcement) by writing to Computershare at Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ or
by calling, between 8.30am and 5.30pm (UK time) Monday to Friday
(except UK public holidays), on 03707071721 from within the UK or
+443707071721, if calling from outside the UK. FreeAgent
Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form. A hard copy of such
documents, announcements (including this announcement) and
information will not be sent unless such a request is made.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCSSEFIAFASELI
(END) Dow Jones Newswires
May 08, 2018 11:45 ET (15:45 GMT)
Freeagent Hdg (LSE:FREE)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Freeagent Hdg (LSE:FREE)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024