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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Chloride Grp. | LSE:CHLD | London | Ordinary Share | GB0001952075 | ORD 25P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 374.60 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMCHLD RNS Number : 7668Q Chloride Group PLC 09 August 2010 ? NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 9 August 2010 Chloride Group PLC ("Chloride" or the "Company") Offer Update: Results of Court Meeting and General Meeting Further to the announcement made by Chloride on 16 July 2010 regarding the posting of the Scheme Document relating to the recommended cash offer for Chloride by Rutherfurd Acquisitions Limited ("Rutherfurd") (a wholly owned subsidiary of Emerson Electric Co.), the directors of Chloride and Rutherfurd are pleased to announce that the Meetings of Chloride Shareholders held earlier today in order to approve the Scheme and related matters have both concluded successfully. At the Court Meeting, a majority in number of Scheme Shareholders who voted, either in person or by proxy, representing over 75 per cent. in value of all Scheme Shares voted by those Scheme Shareholders, voted in favour of the Scheme, and accordingly the resolution was duly passed. The voting of those Scheme Shareholders who cast votes either in person or by proxy at the Court Meeting was as follows: +--------+--------------+-------------+--------------+-------------+--------------+-------------+ | | Total Votes | Votes For The | Votes Against | | | | Scheme | The Scheme | | | | | | +--------+----------------------------+----------------------------+----------------------------+ | | No. of | No. of | No. of | No. of | No. of | No. of | | | Scheme | Scheme | Scheme | Scheme | Scheme | Scheme | | |Shareholders | Shares |Shareholders | Shares |Shareholders | Shares | | | |Represented | (and %) |Represented | (and %) |Represented | | | | | | (and %) | | (and %) | +--------+--------------+-------------+--------------+-------------+--------------+-------------+ | Totals | | | | | | | | in | 1,362 | 99,257,673 | 1,262 | 98,918,362 | 100 | 339,311 | | person | | | (92.7%) | (99.7%) | (7.3%) | (0.3%) | | and by | | | | | | | | proxy | | | | | | | +--------+--------------+-------------+--------------+-------------+--------------+-------------+ At the General Meeting, the special resolution proposed to approve the Scheme, the associated Reduction of Capital and certain other matters in connection with the Scheme (including certain amendments to Chloride's articles of association) was duly passed on a poll vote of Shareholders who cast votes either in person or by proxy as follows: +------------+-------------+-------------+-------------+--------------+ | | No. of | Votes For | Votes | Votes | | | Shares | The | Against | Withheld | | |Represented | Resolution | The | (No. of | | | | (No. of | Resolution | Shares | | | | Shares | (No. of |Represented) | | | |Represented | Shares | | | | | (and %) |Represented | | | | | | (and %) | | +------------+-------------+-------------+-------------+--------------+ | Totals in | 98,906,968 | 98,564.910 | 342,058 | 424,568 | | person and | | (99.7%) | (0.3%) | | | by proxy | | | | | +------------+-------------+-------------+-------------+--------------+ In order to become effective in accordance with its terms, the Court must now sanction the Scheme at the Scheme Court Hearing, and subsequently confirm the associated Reduction of Capital at the Reduction Court Hearing. Assuming all necessary anti-trust clearances are obtained by 31 August 2010, these hearings are scheduled to take place on 31 August 2010 and 2 September 2010 respectively. Following the sanction of the Scheme and confirmation of the Reduction of Capital by the Court, it is expected that the last day of dealings in Chloride Shares will be 2 September 2010 and the listing of Chloride Shares will be cancelled at 8.00 am on 3 September 2010, the anticipated Effective Date of the Scheme. If all necessary anti-trust clearances are not obtained by 31 August 2010, these dates may be put back. If any of these expected dates change, Chloride will, unless the Panel on Takeovers and Mergers otherwise consents, give notice of the change by issuing an announcement through a Regulatory Information Service. An expected timetable of principal events is set out in the Appendix to this announcement. Anti-trust filings in respect of the Acquisition, as described in the Scheme Document, have now been made and are progressing in accordance with the timetable set out in the Scheme Document. Final clearances are expected to be received on or before 31 August 2010. Copies of the resolutions passed at the Meetings and the Company's amended articles of association have been submitted to the UK Listing Authority and are available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority, 25 The North Colonnade, London E14 5HS. Terms defined in the scheme document published by Chloride on 16 July 2010 (the "Scheme Document") shall have the same meaning(s) when used in this announcement. Enquiries +--------------------------------------------------+------------------+ | Chloride Group PLC | +44 20 7796 4133 | | Tim Cobbold | | +--------------------------------------------------+------------------+ | Citi (joint financial adviser and corporate | +44 20 7986 7519 | | broker to Chloride) | | | Philip Robert-Tissot | | +--------------------------------------------------+------------------+ | Investec (joint financial adviser and corporate | +44 20 7597 5970 | | broker to Chloride) | | | Chris Treneman | | +--------------------------------------------------+------------------+ | Hudson Sandler (PR adviser to Chloride) | +44 20 7796 4133 | | Andrew Hayes | | | Kate Hough | | +--------------------------------------------------+------------------+ | | | | Rutherfurd Acquisitions Limited | | +--------------------------------------------------+------------------+ | Mark Polzin (Media) | +1 314 982 1758 | | Lynne Maxeiner (Investors) | +1 314 553 2197 | +--------------------------------------------------+------------------+ | Greenhill (financial adviser to Rutherfurd) | +44 20 7198 7400 | | London: | +1 212 389 1500 | | Brian Cassin | | | New York: | | | Robert Greenhill or Jeff Buckalew | | +--------------------------------------------------+------------------+ | J.P. Morgan Cazenove (financial adviser and | +44 20 7588 2828 | | corporate broker to Rutherfurd) | | | London: | | | Mark Breuer or Dwayne Lysaght | | +--------------------------------------------------+------------------+ | Brunswick Group (PR adviser to Rutherfurd) | +44 20 7404 5959 | | London: | +1 212 333 3810 | | Michael Harrison or Kate Holgate | | | New York: | | | Stanislas Neve de Mevergnies or Dominic McMullan | | +--------------------------------------------------+------------------+ Appendix I Expected Timetable of Principal Events +--------+-------------------------------------+-----------------------+----------+ | Stage | Indicative Date | +----------------------------------------------+----------------------------------+ | Court hearing to sanction the Scheme | Tuesday, 31 August 2010 | +----------------------------------------------+----------------------------------+ | Court hearing to confirm the reduction of | Thursday, 2 September 2010 | | Chloride's share capital | |
+----------------------------------------------+----------------------------------+ | Effective date of the Scheme | Friday, 3 September 2010 | +----------------------------------------------+----------------------------------+ | Delisting of the Chloride shares | Friday, 3 September 2010 | +----------------------------------------------+----------------------------------+ | Latest date for despatch of cheques and | Friday, 17 September 2010 | | crediting of CREST accounts for the cash | | | consideration due under the Scheme | | +----------------------------------------------+----------------------------------+ | | Note: | | | | | | | | These dates and times are indicative only and will depend, | | | | inter alia, on the date by which all necessary anti-trust | | | | clearances are obtained and the dates on which the Court | | | | sanctions the Scheme and confirms the associated reduction | | | | of Chloride's share capital. This timetable assumes that | | | | all necessary anti-trust clearances are obtained by 31 | | | | August 2010. If the clearances are not obtained by this | | | | date, the above timetable may be extended accordingly. If | | | | any of these expected dates change, Chloride will, unless | | | | the Panel on Takeovers and Mergers otherwise consents, give | | | | notice of the change by issuing an announcement through a | | | | Regulatory Information Service. | | +--------+-------------------------------------------------------------+----------+ | | | | | +--------+-------------------------------------+-----------------------+----------+ Further Information This announcement is not intended to and does not constitute or form part of an offer or invitation to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law. Any response in relation to the Offer should be made only on the basis of the information in the Scheme Document or any document by which the Offer is made. Chloride has prepared the Scheme Document which has been distributed to Chloride shareholders. Chloride urges Chloride shareholders to read the Scheme Document because it contains important information relating to the Offer. Chloride shareholders may obtain a free copy of the Scheme Document from Chloride's registered office. Whether or not certain Chloride shares were voted at the Court Meeting or the General Meeting, if the Scheme becomes effective, those Chloride shares will be cancelled pursuant to the Scheme in return for the payment of 375 pence in cash per Chloride share. Greenhill, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Emerson and Rutherfurd and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Emerson and Rutherfurd for providing the protections afforded to clients of Greenhill or for providing advice in relation to the Offer or any other matter referred to herein. J.P. Morgan plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Emerson and Rutherfurd and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Emerson and Rutherfurd for providing the protections afforded to clients of J.P. Morgan plc or for providing advice in relation to the Offer or any other matter referred to herein. Citi, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Chloride and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Chloride for providing the protections afforded to customers of Citi or for providing advice in relation to the Offer or any matter referred to herein. Investec, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Chloride and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Chloride for providing the protections afforded to customers of Investec or for providing advice in relation to the Offer or any matter referred to herein. Overseas Jurisdictions The availability of the Offer to Chloride shareholders who are not resident in and citizens of the United Kingdom 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 United Kingdom 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 jurisdictions other than in 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. 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 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 English law, the Listing Rules, the rules of the London Stock Exchange 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 any jurisdiction outside the United Kingdom. The Offer will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction. Notice to US investors US Holders should note that the Scheme relates to the shares of a UK company, is subject to UK disclosure requirements (which are different from those of the United States) and is proposed to be made by means of a scheme of arrangement provided for under English law. 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, as amended. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. Financial information included in this announcement has been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and thus may not be comparable to the financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The receipt of cash pursuant to the Scheme by a US Holder as consideration for the cancellation of its Chloride shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Chloride shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Scheme applicable to him. Forward-looking Statements This announcement, including any information referred to, included in or incorporated by reference into this announcement, contains "forward-looking statements" concerning Emerson, Rutherfurd and the Emerson Group, Chloride and the Chloride Group, and the combined Emerson Group and Chloride Group following completion of the Offer (the "Enlarged Group"), that are subject to risks and uncertainties. These forward-looking statements may be identified by words such as "believes", "expects", "anticipates", "projects", "intends", "should", "seeks", "estimates", "future" or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. Various factors may cause actual results to differ materially in the future from those reflected in forward-looking statements contained in this announcement, including any information included or incorporated by reference in this announcement, among others: (1) economic and currency conditions; (2) market demand; (3) pricing; (4) competitive and technological factors; (5) the risk that the transaction may
not be consummated; (6) the risk that a regulatory approval that may be required for the transaction is not obtained or is obtained subject to conditions that are not anticipated; (7) the risk that Chloride will not be integrated successfully into Emerson; and (8) the risk that revenue opportunities, cost savings and other anticipated synergies from the transaction may not be fully realised or may take longer to realise than expected. Other unknown or unpredictable factors could cause actual results to differ materially from those in any forward-looking statement. 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. Neither Emerson nor Rutherfurd undertakes any obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of the Emerson Group, the Chloride Group or the Enlarged Group following completion of the Offer unless otherwise stated. Dealing Disclosure Requirements under 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. 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. Publication In accordance with Rule 19.11 of the Code, a copy of this announcement will be published on Emerson's website (www.emerson.com) and on Chloride's website (www.chloridepower.com). This information is provided by RNS The company news service from the London Stock Exchange END OUPPLMTTMBMMBAM
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