Bioquell PLC Results of Court Meeting and General Meeting (7837M)

TIDMBQE

RNS Number : 7837M

Bioquell PLC

10 January 2019

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

10 January 2019

RECOMMED CASH OFFER

for

Bioquell PLC

by

Ecolab U.S. 2 Inc. ("Ecolab Offeror"), a wholly-owned subsidiary of Ecolab Inc. ("Ecolab")

Results of Court Meeting and General Meeting

On 30 November 2018, the boards of Bioquell PLC ("Bioquell") and Ecolab announced that they had reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued ordinary share capital of Bioquell would be acquired by Ecolab Offeror (the "Offer"). The Offer is to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Bioquell announces that the Court Meeting to consider the Scheme and the General Meeting to consider the Resolution relating to the Offer were each held today and all resolutions were approved by the requisite majorities, as set out in further detail below.

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given in the scheme document dated 18 December 2018 (the "Scheme Document").

Number of Scheme Shareholders voting and votes cast at Court Meeting

The results of the poll at the Court Meeting held on 10 January 2019 were as follows:

 
            Number of        % of Scheme     Number of              % of Scheme     Number of Scheme 
             Scheme Shares    Shares voted    Scheme Shareholders    Shareholders    Shares voted as 
             voted                            who voted              who voted       % of Bioquell's 
                                                                                     issued ordinary 
                                                                                     share capital 
 FOR        16,090,733       99.96%          142                    97.93%          71.98% 
           ---------------  --------------  ---------------------  --------------  ----------------- 
 AGAINST    6,494            0.04%           3                      2.07%           0.03% 
           ---------------  --------------  ---------------------  --------------  ----------------- 
 TOTAL      16,097,227       100             145                    100             72.01% 
           ---------------  --------------  ---------------------  --------------  ----------------- 
 

Number of Bioquell Shareholders voting and votes cast at the General Meeting

The voting on the special resolution to provide for the implementation of the Scheme was taken on a poll at the General Meeting held on 10 January 2019 and the results were as follows:

 
            Number of Bioquell Shares   % of votes cast 
             voted 
 FOR        16,132,105                  99.96 
           --------------------------  ---------------- 
 AGAINST    6,707                       0.04 
           --------------------------  ---------------- 
 TOTAL      16,138,812                  100 
           --------------------------  ---------------- 
 

A copy of the special resolution passed at the General Meeting has been submitted to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/NSM.

A copy of any or all of the resolutions may be obtained by writing to the company secretary at Bioquell's registered office: Bioquell PLC, 52 Royce Close, West Portway, Andover, Hampshire SP10 3TS or from its website www.bioquell.com/investors

Next steps and timetable

The Scheme remains subject to the sanction of the Court at the Court Hearing and the satisfaction (or, where applicable, the waiver) of the other Conditions to the Scheme (as set out in the Scheme Document). Subject to the Scheme receiving the sanction of the Court, the filing of the Court Order with the Registrar of Companies and the satisfaction or, where applicable, the waiver of the other Conditions, the Scheme is expected to become effective on 16 January 2019.

The expected timetable of principal events for the implementation of the Scheme remains as set out on page 7 of the Scheme Document. If any of the key dates and/or times set out in the timetable change, Bioquell 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 www.bioquell.com.

 
 Enquiries: 
 Ecolab Inc.                                    Tel: [phone] 
                                                 2809 
 Mike Monahan, Senior Vice President - 
  External Relations 
 Bioquell PLC                                   Tel: [phone] 
 Ian Johnson, Executive Chairman 
 Michael Roller, Group Finance Director 
 Nplus1 Singer Advisory LLP, Joint Financial    Tel: [phone] 
  Adviser, Financial Adviser for the purposes 
  of Rule 3 of the Takeover Code and broker 
  to Bioquell 
 Mark Taylor 
  James White 
  George Tzimas 
 Brown, Gibbons, Lang & Company Securities,     Tel: [phone] 
  Inc., Joint Financial Adviser to Bioquell      1600 
 John Riddle 
  Kyle Brown 
 

IMPORTANT NOTICES

N+1 Singer, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Bioquell and no one else in connection with the matters set out in this announcement. In connection with such matters, N+1 Singer will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to clients of N+1 Singer or for providing advice in relation to any matter referred to herein.

Neither N+1 Singer nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with this announcement, any statement contained herein or otherwise.

BGL, which is a registered broker dealer with the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the State of Ohio Division of Securities and the Illinois Securities Department in the US, is acting as financial adviser to Bioquell in connection with the matters set out in this announcement.

Neither BGL nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with this announcement, any statement contained herein or otherwise.

EY, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, has been appointed by Ecolab and Ecolab Offeror to provide the cash confirmation statement in connection with the Offer and will not be acting for any other person or otherwise be responsible to any other person for providing the protections afforded to customers of EY. EY accordingly disclaims to the fullest extent permissible by law all and any liability to any person who is not a client of EY whether in tort, contract or otherwise.

This announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer has been made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Offer is made), which together contain the full terms and conditions of the Offer, including details of how to vote in favour of or accept the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Scheme Document or any document by which the Offer is made.

Overseas Shareholders

The availability of the Offer to Overseas Shareholders and the distribution of this announcement in, into or from jurisdictions other than the United Kingdom 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 restrictions.

The Offer relates to shares of a United Kingdom 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 Exchange Act. 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 and the laws of other jurisdictions outside the United Kingdom.

Unless otherwise determined by Ecolab Offeror or required by the Takeover Code, and permitted by applicable law and regulation, the Offer shall 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 Scheme 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, any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay.

Failure to comply with any such 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 Offer 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 the law of England and Wales and the Takeover 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 and Wales.

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Forward-Looking Statements

This announcement (including information incorporated by reference in this announcement) contains statements about Ecolab, Ecolab Offeror and Bioquell that are or may be forward-looking statements which are prospective in nature. All statements other than statements of historical facts may be forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "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. Forward-looking statements may 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 Ecolab, Ecolab Offeror's or Bioquell's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Ecolab, Ecolab Offeror's or Bioquell's business.

These forward-looking statements are not guarantees of future performance. 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 of this announcement. All subsequent oral or written forward-looking statements attributable to Ecolab, Ecolab Offeror or Bioquell 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. Ecolab, Ecolab Offeror and Bioquell disclaim any obligation to update any forward-looking or other statements contained in this announcement, except as required by applicable law.

No Profit Forecasts or Estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Ecolab or Bioquell, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Ecolab or Bioquell, as appropriate.

Dealing disclosure requirements of the Takeover 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 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(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 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. 2

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 [phone] 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 and availability of hard copies

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Bioquell's website and Ecolab's website (http://www.bioquellplc.com/investors and https://investor.ecolab.com respectively) by no later than 12 noon on 11 January 2019.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement), free of charge, by contacting Link Asset Services during business hours on 0871 664 0300 within the United Kingdom or on [phone] from overseas or by submitting a request in writing to [e-mail]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 am to 5.30 pm, Monday to Friday excluding public holidays in England and Wales. 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 Offer be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

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January 10, 2019 08:10 ET (13:10 GMT)