TIDMNBT
RNS Number : 5529R
Group NBT PLC
04 November 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 OF SUCH
JURISDICTION
RECOMMENDED CASH OFFER
for
Group NBT plc ("Group NBT" or the "Company") by
Newton Bidco Limited ("Bidco") (the "Acquisition")
Results of Court Meeting and General Meeting
The board of Group NBT is pleased to announce that, at the Court
Meeting and General Meeting of eligible Group NBT Shareholders held
earlier today in connection with the Acquisition, Group NBT
Shareholders voted to approve, by the necessary majorities, the
scheme of arrangement under Part 26 of Companies Act 2006 and other
associated matters to implement the Acquisition.
At the Court Meeting, a majority in number of Scheme
Shareholders, who voted (either in person or by proxy) and who
together represented over 75% by value of the votes cast, voted in
favour of the resolution to approve the Scheme. The resolution was
accordingly passed.
At the General Meeting, the special resolution to approve the
Scheme and other associated matters to implement the Acquisition
was also passed by the requisite majority.
Details of the resolutions passed are set out in the notices of
the meetings contained in the scheme document posted to Group NBT
Shareholders on 12 October 2011 (the "Scheme Document").
Voting results of Court Meeting
The vote on the resolution to approve the Scheme was conducted
by way of a poll and the results were as follows:-
FOR AGAINST
--------------------------------- -------------------- ---------------
Number of eligible Shareholders
casting votes 104 (95.41%) 5 (4.59%)
--------------------------------- -------------------- ---------------
Number of votes cast by the
eligible Shareholders 13,520,524 (99.86%) 18,533 (0.14%)
--------------------------------- -------------------- ---------------
Percentage of eligible Scheme
Shares voted 52.98% 0.07%
--------------------------------- -------------------- ---------------
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 VOTES WITHHELD
----------------------- ----------- --------- ---------------
To give effect to the
Scheme 12,716,227 16,533 283,966
(99.87%) (0.13%)
----------------------- ----------- --------- ---------------
In relation to the General Meeting:
1. the issued share capital at the date of the meeting was
25,991,360 ordinary shares with voting rights;
2. votes were tendered in respect of 13,016,726 ordinary shares
respectively being 50.0% of the issued share capital;
3. any proxy appointments which gave discretion to the Chairman
have been included in the shares 'FOR' total; and
4. a 'vote withheld' is not a vote in law and is not counted in
the calculations of the proportion of the shares 'FOR' or 'AGAINST'
the resolution.
The implementation of the Acquisition 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 associated Capital Reduction by the Court. It
is anticipated that the Court hearing to sanction the Scheme will
take place on 22 November 2011 and the Court hearing to confirm the
Capital Reduction will take place on 24 November 2011. Subject to
the Scheme receiving the sanction and confirmation of the Court on
those dates, the Scheme is expected to become effective on 25
November 2011 with cheques being despatched or settlement through
CREST being within 14 days of the Scheme becoming effective.
It is also expected that, if the Court sanctions the Scheme on
22 November 2011, the listing of and dealings in Group NBT Shares
on AIM will be suspended with effect from 7.30am on 24 November
2011 and that the admission of the Shares to trading on AIM will be
cancelled by no later than 8.00 a.m. on 28 November 2011.
Terms used in this Announcement shall (unless the context
otherwise requires) have the same meanings as set out in the Scheme
Document dated 12 October 2011.
A copy of this announcement will be made available on Group
NBT's website at www.groupnbt.com as soon as practicable.
Enquiries
Group NBT Tel: 020 7015
Richard Madden 9200
Geoff Wicks
Numis (lead financial adviser and broker Tel: 020 7260
to Group NBT) 1000
Michael Meade
Simon Willis
James Black
Arbuthnot (independent Rule 3 adviser to Tel: 020 7012
Group NBT) 2000
Tom Griffiths
Rebecca Gordon
Ed Groome
Biddicks (public relations adviser to Group Tel: 020 3178
NBT) 6378
Zoe Biddick
Sophie McNulty
Bidco and HgCapital Tel: 020 7089
Alex King 7888
Richard Donner
Morgan Stanley (financial adviser and broker Tel: 020 7425
to Bidco and HgCapital) 8000
Suniti Chauhan
Sumit Pandey
Andrew Foster (corporate broking)
Maitland (public relations adviser to Bidco Tel: 020 7379
and HgCapital) 5151
Neil Bennett
George Hudson
Numis Securities Limited is acting exclusively for Group NBT and
no one else in connection with the Cash Offer and will not be
responsible to anyone other than Group NBT for providing the
protections afforded to clients of Numis Securities Limited or for
providing advice in connection with the Cash Offer or any matter
referred to herein.
Arbuthnot Securities Limited is acting exclusively for Group NBT
and no one else in connection with the Cash Offer and will not be
responsible to anyone other than Group NBT for providing the
protections afforded to clients of Arbuthnot Securities Limited or
for providing advice in connection with the Cash Offer or any
matter referred to herein.
Morgan Stanley & Co. Limited is acting for Bidco and
HgCapital and no one else in connection with the Cash Offer and
will not be responsible to anyone other than Bidco and HgCapital
for providing the protections afforded to clients of Morgan Stanley
& Co. Limited, or for giving advice in connection with the Cash
Offer or any matter referred to herein.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
contacting Numis during business hours on 020 7260 1000 or by
submitting a request in writing to Numis at the London Stock
Exchange Building, 10 Paternoster Square, London EC4M 7LT. It is
important that you note that unless you make such a request, a hard
copy of this announcement and any such information incorporated by
reference in it will 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 Cash Offer should be in hard copy form.
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 invitation to purchase any securities or the solicitation
of any vote for approval in any jurisdiction, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable
law. The Cash Offer will be made solely through the Scheme Document
and the accompanying Forms of Proxy, which will together contain
the full terms and conditions of the Cash Offer, including details
of how to accept the Cash Offer. Any response in relation to the
Cash Offer should be made only on the basis of the information
contained in the Scheme Document or any document by which the Cash
Offer is made.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales 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. 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 other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
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 other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
The Cash Offer relates to shares of a UK company and is proposed
to be effected by means of a scheme of arrangement under the laws
of England and Wales. A transaction effected by means of a scheme
of arrangement is not subject to the proxy solicitation or tender
offer rules under the US Securities Exchange Act of 1934.
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules. However, if Bidco were to
elect to implement the Cash Offer by means of a takeover offer,
such takeover offer will be made in compliance with all applicable
laws and regulations, including the US tender offer rules, to the
extent applicable.
Unless otherwise determined by Bidco or required by the City
Code, and permitted by applicable law and regulation, the Cash
Offer 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
Cash Offer 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 all documents relating
to the Cash Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Cash Offer
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Cash Offer to Group NBT 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.
Forward Looking Statements
This announcement contains statements 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", "should",
"could", "would", "may", "anticipates", "estimates", "synergy",
"cost-saving", "projects", "goal" or "strategy" 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 Bidco's or Group NBT's operations and potential synergies
resulting from the Cash Offer; and (iii) the effects of government
regulation on Bidco's or Group NBT's business.
These forward looking statements are not guarantees of future
financial performance. Except as expressly provided in this
document, they have not been reviewed by the auditors of Bidco or
Group NBT. Such forward looking statements involve known and
unknown 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. All subsequent oral or written forward looking
statements attributable to Bidco or Group NBT 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. Bidco and Group NBT disclaim any
obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
Dealing 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 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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