TIDMTFL
RNS Number : 1075O
Theo Fennell PLC
16 September 2013
FOR IMMEDIATE RELEASE
Not for release, publication or distribution, in whole or in
part, directly or indirectly in or into or from any jurisdiction
where to do so would constitute a violation of the laws of such
jurisdiction.
16 September 2013
Theo Fennell plc ("Theo Fennell")
Recommended Cash Offer with Share Alternative
By
Mirfield 1964 PLC ("Mirfield")
(to be implemented by way of a scheme of arrangement under Part
26 of the Companies Act 2006)
Results of Court Meeting and General Meeting
Theo Fennell announces that the Scheme relating to the
acquisition of Theo Fennell by Mirfield was today approved by the
shareholders at the Court Meeting and resolutions relating to the
Scheme and associated matters were approved at the General
Meeting.
Voting results
The voting results in relation to the Court Meeting and the
General Meeting are summarised below:
COURT MEETING
At the Court Meeting, a majority in number of Independent
Shareholders who voted (either in person or by proxy), representing
over 75 per cent by value of those Ordinary Shares voted, voted in
favour of the resolution to approve the Scheme. The resolution
proposed at the Court Meeting was decided on a poll. Details of the
votes cast were as follows:
Number of Independent Percentage Number of Ordinary Percentage (%)
Shareholders (%) Shares voted
who voted
FOR 35 92.11 10,426,332 99.93
AGAINST 3 7.89 6,820 0.07
Accordingly, the resolution proposed at the Court Meeting was
duly passed on a poll vote.
The number of Ordinary Shares voted in favour of the resolution
as a percentage of the Ordinary Shares in issue at the Voting
Record Time was 41.24% and the number of Ordinary Shares voted
against the resolution as a percentage of the Ordinary Shares in
issue at the Voting Record Time was 0.03% (in each case excluding
those holders of Ordinary Shares who are not Independent
Shareholders).
GENERAL MEETING
The resolutions were duly passed. The proxy voting results for
the resolutions were as follows:
Resolution 1, a special resolution to approve certain steps to
give effect to the Scheme was unanimously passed on a show of
hands. The votes cast by proxy in advance of the general meeting
are as follows
Number of Independent Percentage (%)
Shareholders voting
FOR 14,246,729 98.57
AGAINST 5,320 0.03
VOTE WITHHELD 201,500 1.41
Resolution 2, ordinary resolution to approve for the purpose of
Rule 16 of the City Code the New Service Agreement and Sweet Equity
Arrangements with Mr Fennell which was passed on a poll:
Number of Theo Fennell Percentage (%)
Shares voted
FOR 10,503,624 98.08
AGAINST 205,320 1.92
VOTE WITHHELD 1,500 0
Resolution 3, ordinary resolution to approve for the purpose of
Rule 16 of the City Code the ODP Sale Agreement entered into by the
Company with Mr Fennell which was passed on a poll:
Number of Theo Fennell Percentage (%)
Shares voted
FOR 10,503,624 98.08
AGAINST 205,320 1.92
VOTE WITHHELD 1,500 0
Resolution 4, ordinary resolution to approve for the purpose of
Rule 16 of the City Code the Brand Repatriation Agreement entered
into by the Company with Mr Fennell which was passed on a poll:
Number of Theo Fennell Percentage (%)
Shares voted
FOR 10,503,624 98.08
AGAINST 205,320 1.92
VOTE WITHHELD 1,500 0
Resolution 5, ordinary resolution to approve for the purpose of
Rule 16 the City Code the New Service Agreements with Mr
Hadden-Paton which was passed on a poll:
Number of Theo Fennell Percentage (%)
Shares voted
FOR 10,503,624 98.08
AGAINST 205,320 1.92
VOTE WITHHELD 1,500 0
Resolution 6, ordinary resolution to approve for the purpose of
Rule 16 of the City Code the ODP Sale Agreement entered into by the
Company with Mr Hadden-Paton which was passed on a poll:
Number of Theo Fennell Percentage (%)
Shares voted
FOR 10,503,624 98.08
AGAINST 205,320 1.92
VOTE WITHHELD 1,500 0
Resolution 7, ordinary resolution to approve the ODP Sale
Agreement and New Service Agreement with Mr Fennell for the purpose
of the Companies Act 2006 which was unanimously passed on a show of
hands. The votes cast by proxy in advance of the general meeting
are as follows
Number of votes cast Percentage (%)
FOR 14,246,729 98.57
AGAINST 205,320 1.42
VOTE WITHHELD 1,500 0.01
Next Steps
Completion of the Scheme remains subject to the satisfaction or,
if permitted, waiver of the remaining conditions of the Scheme set
out in the scheme document dated 23 August 2013 (the "Scheme
Document") including, inter alia, the sanction of the Scheme and
the confirmation of the Capital Reduction by the Court. The Court
Hearing to sanction the Scheme and to confirm the Reduction of
Capital is expected to take place on 3 October 2013. It is expected
that the last day for dealings in TF Shares will be 2 October 2013
and the Scheme will become effective on 4 October 2013. If the
Scheme becomes effective on 4 October 2013, it is expected that the
admission of the TF Shares to trading on AIM will be cancelled on 4
October 2013 or shortly thereafter.
The dates stated above are indicative only and will depend,
among other things, on the date upon which the Court sanctions the
Scheme and confirms the associated Reduction of Capital and the
date on which the conditions set out in Section 1 of Part III of
the Scheme Document are satisfied or (if capable of waiver) waived.
If any of the expected dates change, Theo Fennell will, unless the
Panel otherwise directs, give notice of the change by issuing an
announcement through a Regulatory Information Service.
Except as otherwise defined herein, capitalised terms used
herein have the same meanings as set out in the Scheme
Document.
Enquiries
For further information contact:
Mirfield
Rahan Shaheen 020 3468 1900
finnCap Ltd (Financial adviser to Mirfield)
Stuart Andrews/Christopher
Raggett 020 7220 0500
Opus Corporate Finance LLP (Financial adviser and Rule
3 adviser to the Company)
Malcolm Strang/John McElroy 020 7025 3600
Cantor Fitzgerald Europe (Nominated Adviser and Broker
to the Company)
Mark Percy/Catherine Leftley 020 7894 7000
Pelham Bell Pottinger (Public Relations adviser to the
Company)
James Henderson/Lucy Miles 020 7861 3885
finnCap Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Mirfield and no-one else in connection with the Acquisition and
this announcement and will not be responsible to anyone other than
Mirfield for providing the protections afforded to clients of
finnCap Limited nor for providing advice in relation to the
Acquisition or the content of, or any matter or arrangement
referred to in, this announcement.
Opus Corporate Finance LLP, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for the Company and no-one else in connection with the
Acquisition and this announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Opus Corporate Finance LLP nor for providing
advice in relation to the Acquisition or the content of, or any
matter or arrangement referred to in, this announcement.
Cantor Fitzgerald Europe, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for the Company and no-one else in connection with the
Acquisition and this announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Cantor Fitzgerald Europe nor for providing
advice in relation to the Acquisition or the content of, or any
matter or arrangement referred to in, this announcement.
This announcement is not intended to, and does not constitute,
or form part of, an offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. The Acquisition will be effected
solely through the Scheme Document, which contains the full terms
and conditions of the Scheme. Any response to the proposals should
be made only on the basis of the information in the Scheme
Document.
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. This announcement
has been prepared for the purposes of complying with English law
and the City Code on Takeovers and Mergers 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 and regulations of any jurisdiction outside of
England.
Disclosure requirements of the City Code on Takeovers and
Mergers (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. 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 made available (the Scheme
Document is already available), free of charge subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, at www.theofennell.com and www.eme-capital.com by no
later than 12 noon (London time) on the Business Day following the
date of this announcement.
Neither the content of the website referred to in this
announcement nor the content of any website accessible from
hyperlinks on the Company's or EME Capital LLP's websites (or any
other website) is incorporated into, or forms part of, this
announcement.
You may request a hard copy of this announcement, free of
charge, by contacting finnCap on 020 7220 0500. Unless so
requested, a hard copy of this announcement will not be sent to
you. Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Mirfield offer 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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