Continental Farmers Group PLC Result of Shareholder Court Meeting (9361E)

TIDMCFGP

RNS Number : 9361E

Continental Farmers Group PLC

16 May 2013

Continental Farmers Group plc Result of Shareholder Court Meeting

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

16 May 2013

RECOMMENDED CASH ACQUISITION OF

CONTINENTAL FARMERS GROUP PLC

BY

UNITED FARMERS HOLDING COMPANY

Result of Court Meeting

The Board of Directors of Continental Farmers Group plc ("CFG") is pleased to announce that, at the Court Meeting held earlier today, CFG Shareholders voted by the requisite majority to approve the Scheme to implement the recommended cash acquisition of the entire issued and to be issued share capital of CFG by United Farmers Holding Company.

Under the terms of the Acquisition, if the Scheme becomes effective, CFG Shareholders will receive 35 pence in cash for each CFG Share and up to a further 2 pence in cash for each CFG Share by way of Deferred Consideration (the Basic Offer), unless they elect to receive 36 pence in cash for each CFG Share (the Cash Alternative).

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:

 
                       Number of      Percentage        Number of      Percentage        Number of 
             Scheme Shareholders       of Scheme    Scheme Shares       of Scheme    Scheme Shares 
                       who voted    Shareholders            voted    Shares voted         voted as 
                                       who voted                                      a percentage 
                                                                                         of issued 
                                                                                     share capital 
 For                          36           97.3%      126,708,300        99.9998%         77.5028% 
 Against                       1            2.7%              300         0.0002%          0.0002% 
 Total                        37          100.0%      126,708,600       100.0000%         77.5030% 
 

Sir Malcolm Rifkind holds 30,000 CFG Shares and gave an irrevocable undertaking to UFHC to vote in favour of the Scheme at the Court Meeting (or to procure such vote). Sir Malcolm holds his shares through a corporate nominee account. He was unable to attend the Court Meeting in person and his nominee did not return a Form of Proxy or register a proxy appointment by 11.30 a.m. on 14 May 2013. Accordingly, Sir Malcolm notified UFHC and CFG that he would not be able to comply with the terms of the irrevocable undertaking given by him.

Next steps

The hearing of the application by the Court to sanction the Scheme is scheduled to take place on 11 June 2013. Subject to the Court sanctioning the Scheme and the satisfaction or (where applicable) waiver of the Conditions, it is expected that the Scheme will become effective on 13 June 2013.

If the Scheme becomes effective on 13 June 2013, it will be binding on all CFG Shareholders, whether or not they attended or voted in favour of the Scheme at the Court Meeting.

The London Stock Exchange and the Irish Stock Exchange will be requested to cancel the admission to trading of CFG Shares on AIM and ESM upon or shortly after the Effective Date. It is expected that the last day of dealings in CFG Shares will be 12 June 2013. If the Scheme becomes effective, it is expected that the cancellation of admission to trading of CFG Shares on AIM and ESM will take place by 8.00 a.m. on 14 June 2013.

The latest date for dispatch of cheques and settlement through CREST pursuant to the Scheme will be 27 June 2013.

The dates in this announcement are indicative only. These dates depend, amongst other things, on the date upon which the Court sanctions the Scheme, the date on which the Court Order is filed with the Companies Registry and whether the Conditions are satisfied or, if capable of waiver, waived. If any of these expected dates change, CFG will, unless the Panel on Takeovers and Mergers otherwise consents, give notice of the change by issuing a further announcement through a Regulatory Information Service.

Enquiries

 
 CFG                                 [phone] 
 Mark Laird (Chief Executive) 
 
 Dickson Minto (Financial adviser 
  to CFG)                            [phone] 
 Douglas Armstrong 
 
 Deloitte Corporate Finance (Rule 
  3 adviser to CFG)                  [phone] 
 James Lewis 
 Gavin Hood 
 Craig Lukins 
 
 Davy (Nomad and ESM adviser to 
  CFG)                               [phone] 
 John Frain 
 Anthony Farrell 
 
 Murray Consulting (PR adviser 
  to CFG)                            [phone] 
 Joe Heron 
 
 Ernst & Young LLP (Financial 
  adviser to UFHC)                   [phone] 
 Tim Medak 
 Mark Harrison 
 
 
 

A copy of this announcement will be made available on CFG's website at www.continentalfarmersgroup.com by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of that website are not incorporated into, and do not form part of, this announcement.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the circular published by the Company on 25 April 2013. All references to time in this announcement are to London time.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them.

CFG Shareholders are advised to read the formal documentation received by them in relation to the Acquisition carefully as it contains important information. The Acquisition is being made solely by means of the Scheme Document which contains the full terms and conditions of the Acquisition. This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities in any jurisdiction, pursuant to the Acquisition or otherwise, 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.

Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for CFG and no one else in connection with the Acquisition and will not be responsible to any person other than CFG for providing the protections afforded to clients of Dickson Minto W.S. or for providing advice in relation to the Acquisition, the contents of this announcement or any matters referred to in this announcement.

Deloitte Corporate Finance is acting for CFG and no one else in connection with the Acquisition and will not be responsible to anyone other than CFG for providing the protections afforded to clients of Deloitte Corporate Finance or for providing advice in relation to the Acquisition, the contents of this announcement or any matters referred to in this announcement. Deloitte Corporate Finance is a division of Deloitte LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority in respect of regulated activities.

Ernst & Young LLP, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting for UFHC and no one else in connection with the Acquisition and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Acquisition and will not be responsible to anyone other than UFHC for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any matters referred to in this document.

Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as nominated adviser and ESM adviser to CFG under the AIM Rules and the ESM Rules respectively and no one else in connection with the Acquisition and will not be responsible to anyone other than CFG for providing the protections afforded to clients of Davy or for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement.

This announcement has been prepared for the purposes of complying with English law and Isle of Man law and the 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 and regulations of any jurisdiction outside of the UK or the Isle of Man.

The release, publication or distribution of this announcement in jurisdictions other than the UK or the Isle of Man and the implications of the Scheme for CFG Shareholders outside the UK and the Isle of Man may be affected by the laws of the relevant jurisdictions. CFG Shareholders outside the UK and the Isle of Man should inform themselves about and observe any applicable requirements. It is the responsibility of each CFG Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required to be observed and the payment of any issue, transfer or other taxes in such jurisdictions.

Disclosure requirements of 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 before 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Any person to whom this announcement is sent may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Appleby Trust (Isle of Man) Limited (the CFG registered agent) during business hours on [phone] or by submitting a request in writing to Appleby Trust (Isle of Man) Limited at 33-37 Athol Street, Douglas IM1 1LB, Isle of Man. It is important to note that unless such a request is made, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to any such person. Any person to whom this announcement is sent may also request that all future documents, announcements and information sent to that person in relation to the Offer be in hard copy form.

This information is provided by RNS

The company news service from the London Stock Exchange

END

ROMEQLFFXEFFBBK