TIDMINFI
RNS Number : 1020I
Infinis Energy plc
04 December 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR SUCH JURISDICTION
FOR IMMEDIATE RELEASE 4 December 2015
Infinis Energy plc
Results of voting at Court Meeting and General Meeting
Recommended cash acquisition of Infinis Energy plc ("Infinis")
by
Monterey Capital II S.à r.l. ("Monterey") by means of a scheme
of arrangement
under Part 26 of the Companies Act 2006
Infinis is pleased to announce that shareholders approved the
scheme of arrangement proposed in the circular posted to
shareholders on 12 November 2015 (the "Scheme Circular"), at the
meeting convened pursuant to an order of the High Court and held
earlier today (the "Court Meeting"). At the general meeting
immediately following the Court Meeting (the "General Meeting"),
shareholders also passed the special resolution approving, amongst
other things, amendments to the articles of association, as
proposed in the notice of the General Meeting included in the
Scheme Circular.
Court Meeting
At the Court Meeting held on 4 December 2015 at the offices of
Slaughter and May, One Bunhill Row, London, EC1Y 8YY, the
resolution to approve the scheme of arrangement between Infinis and
Scheme Shareholders, proposed to be made under Part 26 the
Companies Act 2006 (the "Scheme"), was passed by the requisite
majority of Scheme Shareholders by way of a poll.
The results of voting at the Court Meeting were as follows:
Resolution to For Against
approve the Scheme
Number of votes: 53,043,135 246,105
(99.54%) (0.46%)
Number of voters: 147 26
(84.97%) (15.03%)
The total number of votes validly cast was 53,289,240
representing 56.45% of the Scheme Shares, and 12.66% of the Scheme
Shareholders, entitled to vote at the Court Meeting.
General Meeting
Infinis announces that at the General Meeting held on 4 December
2015 immediately following the Court Meeting, the special
resolution as set out in the notice of the General Meeting included
in the Scheme Circular was passed by the requisite majority of
shareholders by way of a poll. The resolution comprised a special
resolution approving the Scheme and certain corporate authorities
requisite to the Scheme (including changes to Infinis's articles of
association).
The results of voting at the General Meeting were as
follows:
Total
number
of votes
Special Resolution For Against Withheld cast
To give effect
to the proposed
Scheme and related
maters 258,712,745 244,795 132,935 259,090,475
(99.91%) (0.09%)
The above figures include votes cast by way of proxy.
Votes withheld are not counted in the proportion of votes "for"
or "against".
Shares in issue: 300,077,204
Implementation of the Scheme remains subject to the satisfaction
of certain conditions which are set out in Part Three of the Scheme
Circular. These include the High Court making an order sanctioning
the Scheme at a Court Hearing which is expected to take place on 17
December 2015 and the Scheme to become effective shortly
thereafter. It is expected that the cancellation and delisting of
Infinis ordinary shares will occur at 7:00 a.m. on the day
immediately following the Effective Date.
The dates stated above are indicative only and will depend,
among other things, on the date on which the Court sanctions the
Scheme and the date on which the Conditions are satisfied or (if
capable of waiver) waived.
In accordance with Rule 9.6.2 of the Listing Rules, a copy of
the Court Meeting and General Meeting resolutions passed have been
submitted to the National Storage Mechanism.
Capitalised terms used but not defined in this announcement have
the meaning given to them in the Scheme Circular.
Enquiries:
Goldman Sachs International Tel: +44 (0) 20 7774 1000 Infinis Tel: +44 (0) 20 7404 5959
(Sole Financial Adviser to Ian Marchant
Terra Firma and Monterey) Eric Machiels
Nimesh Khiroya
Alex Garner
Finsbury Tel: +44 (0) 20 7251 3801 Barclays Tel: +44 (0) 20 7623 2323
(PR Adviser to Terra Firma (Joint Financial Adviser and
and Monterey) Corporate Broker to Infinis)
Rollo Head Iain Smedley
Gordon Simpson Mark Todd
Nishant Amin
Neal West (Corporate Broking)
RBC Capital Markets Tel: +44 (0) 20 7653 4000
(Joint Financial Adviser and
Corporate Broker to Infinis)
Dai Clement
Lorna Shearin
Mark Rushton
Jonathan Hardy (Corporate
Broking)
Brunswick Tel: +44 (0) 20 7404 5959
(PR Adviser to Infinis)
David Litterick
Simon Maine
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Infinis in any jurisdiction in contravention of
applicable law.
The Acquisition will be made solely by means of the Scheme
Document, which will contain the full terms and conditions of the
Acquisition including details of how to vote in respect of the
Scheme. Any vote in respect of the Scheme or other response in
relation to the Acquisition should be made only on the basis on the
information contained in the Scheme Document.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA, is acting exclusively for Terra
Firma and Monterey and no one else in connection with the
Acquisition and will not be responsible to anyone other than Terra
Firma and Monterey for providing the protections afforded to
clients of Goldman Sachs International nor for providing advice in
relation to the Acquisition or any other matters referred to in
this announcement.
Barclays, which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
Infinis and no one else in connection with the Acquisition and will
not be responsible to anyone other than Infinis for providing the
protections afforded to clients of Barclays nor for providing
advice in relation to the Acquisition or any other matter referred
to in this announcement.
RBC Europe Limited (trading as RBC Capital Markets), which is
authorised by the PRA and regulated by the FCA and the PRA, is
acting exclusively for Infinis and no one else in connection with
the Acquisition and will not be responsible to anyone other than
Infinis for providing the protections afforded to clients of RBC
Europe Limited nor for providing advice in relation to the
Acquisition or any other matters referred to in this
announcement.
Overseas jurisdictions
The availability of the Acquisition to Infinis Shareholders who
are not resident in and citizens of the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders will be contained in the Scheme
Document.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK 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. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. 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. This announcement has
been prepared for the purposes of complying with English law, the
rules of the London Stock Exchange and the 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 England.
(MORE TO FOLLOW) Dow Jones Newswires
December 04, 2015 10:36 ET (15:36 GMT)
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