TIDMMDW
RNS Number : 2499W
Mediwatch PLC
23 December 2013
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
Mediwatch plc
Results of the Court Meeting and General Meeting
23 December 2013
On 18 November 2013, Laborie and the Independent Directors of
Mediwatch announced under Rule 2.7 of the City Code that they had
agreed the terms of the recommended acquisition of the entire
issued and to be issued ordinary share capital of Mediwatch by
Laborie, to be effected by means of a scheme of arrangement of
Mediwatch under Part 26 of the Companies Act 2006 (the
"Scheme").
A circular containing, amongst other things, notices of the
Court Meeting and the General Meeting, details of the Scheme and
the terms and conditions of the Acquisition was posted to Mediwatch
Shareholders on 29 November 2013 (the "Scheme Document"). Unless
otherwise defined, all capitalised terms used in this announcement
shall have the same meaning as in the Scheme Document.
The Mediwatch Directors are pleased to announce that the
resolution relating to the approval of the Scheme was today passed
by the requisite majority at the Court Meeting and the special
resolution to implement the Scheme was also passed by the requisite
majority at the subsequent General Meeting.
The number of Mediwatch Shares in issue at 6.00p.m. on 19
December 2013 was 140,871,032.
Court Meeting
At the Court Meeting, the resolution to approve the Scheme was
approved on a poll by a majority in number of Scheme Shareholders
who voted (either in person or by proxy), representing 98.23 per
cent. in value of the Scheme Shares voted. Details of the votes
cast were as follows:
Number of Scheme Number of votes Percentage of
Shareholders casting cast by Scheme eligible Scheme
votes (and percentage Shareholders (and Shares voted (as
of those Scheme percentage of a percentage of
Shareholders voting those votes cast the issued share
as a percentage as a percentage capital of the
of all Scheme of total votes Company)
Shareholders who cast)
voted)
FOR 196 (93.33%) 71,885,506 (98.23%) 51.03%
AGAINST 16 (6.67%) 1,297,603 (1.77%) 0.92%
Accordingly, the resolution proposed at the Court Meeting was
duly passed.
General Meeting
At the General Meeting, the special resolution to approve the
Scheme and provide for its implementation was duly passed by the
requisite majority on a poll. Details of the votes cast were as
follows:
Number of Mediwatch Percentage of Mediwatch
Shares voted Shares voted
FOR 74,952,178 97.36
AGAINST 2,034,080 2.64
WITHHELD* - -
* A vote 'withheld' is not a vote in law and is not counted in
the calculations of votes 'FOR' or 'AGAINST' a resolution.
** Any proxy appointments which gave discretion to the Chairman
have been included in the shares voted "FOR" total.
Next Steps
Implementation of the Scheme remains subject to the satisfaction
of the remaining conditions set out in Part Three of the Scheme
Document, including the sanction of the Scheme by the Court. The
Scheme Court Hearing is expected to take place on 22 January 2014.
It is expected that dealings in Mediwatch Shares will be suspended
from trading on AIM at 7.30 a.m. on 23 January 2014 and the Scheme
will become effective on 27 January 2014.
If any of the key dates set out in the timetable change,
Mediwatch will give notice of this change by issuing an
announcement through a Regulatory Information Service and by making
such announcement available on its website.
Enquiries:
Mediwatch
Dr Philip Stimpson, Chief Executive Officer +44 (0) 1788 547
Mark Hughes, Chief Financial Officer 888
SP Angel Corporate Finance LLP
(Financial adviser, nominated adviser and
broker to Mediwatch)
David Facey
Katy Birkin
Liz Yong +44 (0) 20 3463 2260
Important Notice
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to sell, purchase,
subscribe for or issue any securities, or the solicitation of an
offer to subscribe for any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any purchase, sale or exchange of
securities or such solicitation in any jurisdiction in which such
offer, solicitation, sale or exchange would be unlawful under the
laws of such jurisdiction. Any response to the Acquisition or vote
in respect of the Scheme should be made only on the basis of the
information contained in the Scheme Document.
The Acquisition will be made solely through the Scheme Document
which contains the full terms and conditions of the Scheme,
including details of how to vote in connection with the resolutions
to be proposed at the Court Meeting and the General Meeting.
Mediwatch urge Mediwatch Shareholders to read the Scheme Document
as it contains important information relating to the
Acquisition.
Whether or not certain Mediwatch Shares are voted at the Court
Meeting or the General Meeting, if the Scheme becomes effective
those Mediwatch Shares will be cancelled pursuant to the
Scheme.
The release, publication or 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 laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Mediwatch Shares in respect of the Scheme at the Court
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. This announcement has been prepared for the purpose of
complying with English law 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 jurisdictions outside the United Kingdom.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction.
Please be aware that addresses, electronic addresses and certain
other information provided by Mediwatch Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Mediwatch may be provided to Laborie during the
Offer Period as required under Section 4 of Appendix 4 of the City
Code.
SP Angel Corporate Finance LLP, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively as financial adviser to Mediwatch and no one
else in connection with the matters described in this announcement,
and will not be responsible for anyone other than Mediwatch for
providing the protections afforded to clients of SP Angel Corporate
Finance LLP nor for providing advice in relation to the matters
referred to in this announcement. Neither SP Angel Corporate
Finance LLP nor any of its affiliates, partners or employees 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 SP Angel
Corporate Finance LLP in connection with this announcement, any
statement contained herein or otherwise.
Dealing and Opening Position Disclosure requirements
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 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 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 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 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 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, 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
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.
Publication on website
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Mediwatch's website at
http://mediwatch.com by no later than noon (London time) on the
business day following this announcement. For the avoidance of
doubt, the contents of those websites are not incorporated into and
do not form part of this announcement.
You may request a hard copy of this announcement (by contacting
Mark Hughes, Company Secretary, Mediwatch plc, Lumonics House,
Valley Drive, Swift Valley, Rugby CV21 1TQ). It is important that
you note that unless you make such a request, a hard copy of this
announcement may not be sent to you. You may also request that all
future documents, announcements and information to be sent to you
in relation to the Acquisition should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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