Ludgate Environmental Fund Limited Results of EGM (3803W)

TIDMLEF

RNS Number : 3803W

Ludgate Environmental Fund Limited

08 February 2017

Ludgate Environmental Fund Limited (the "Company")

Results of the Extraordinary General Meeting

Ludgate Environmental Fund Limited is pleased to announce that the ordinary resolution proposed at the Extraordinary General Meeting of the Company held at 10.00 am today was passed. The resolution was voted on by means of a poll.

The resolution was to approve certain amendments to the current Investment Advisory Agreement between the Company and Ludgate Investments Limited (the "Proposed Amendments") for the purposes of Rule 16 of the City Code on Takeovers and Mergers (the "City Code"). It is intended that the Proposed Amendments will be implemented in connection with the recommended cash offer made by Headway Investment Partners III L.P. ("Headway") for the entire issued ordinary capital of the Company (the "Offer"). Further details of the Offer and the Proposed Amendments are set out in the offer document published by Headway and the Company on 18 January 2017, a copy of which is available on the Company's website www.ludgateenvironmental.com.

Implementation of the Proposed Amendments will not take place until a later stage once the Offer has become unconditional in all respects, in relation to which a further announcement will be made by the Company in due course.

The poll results below show only the votes cast by independent shareholders as required by Rule 16 of the City Code.

 
 Resolution     No. of         %         No.           %        Total          % of           No. 
                 Votes                    of Votes               No. of         issued         of 
                 "For"                    "Against"              Votes          independent    Votes 
                                                                 Cast by        share          Withheld 
                                                                 Those          capital 
                                                                 Entitled       voted(1) 
                                                                 to Vote 
-------------  -------------  --------  ------------  -------  -------------  -------------  ---------- 
 Approval 
  of the 
  Proposed 
  Amendments      36,225,924     90.06     4,000,000     9.94     40,225,924     85.88          0 
-------------  -------------  --------  ------------  -------  -------------  -------------  ---------- 
 

(1) The total number of shares in the Company held by independent shareholders entitled to vote on the resolution at the Extraordinary General Meeting was 46,842,025.

8(th) February 2017

For further information contact:

   Ludgate Environmental Fund Limited                                     [phone] 

John Shakeshaft, Chairman

   Ludgate Investments Limited                                                  [phone] 

Gijs Voskamp, Chief Investment Officer

   Panmure Gordon (NOMAD, Broker)                                        [phone] 

Paul Fincham

IMPORTANT NOTICES

Disclaimers

Panmure Gordon, which is authorised and regulated in the UK by the Financial Conduct Authority is acting exclusively for Ludgate and no one else in connection with the matters set out in this announcement. In connection with such matters, Panmure Gordon will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to clients of Panmure Gordon or for providing advice in relation any matter referred to herein. Panmure Gordon does not accept any responsibility whatsoever to any person other than Ludgate for the contents of this announcement or for any statement made or purported to be made by it or on its behalf in connection with the Offer. Panmure Gordon accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.

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 Offer Document (together with, in the case of Ordinary Shares in certificated form, the Form of Acceptance) which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document (as updated by this announcement) and, in the case of Ordinary Shares in certificated form, the Form of Acceptance. Each Ludgate Shareholder is urged to consult its independent professional advisers immediately regarding the tax consequences of the Offer applicable to them.

Overseas shareholders

The release, distribution or publication 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

Publication on Website and Availability of Hard Copies

A copy of this announcement will be available (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Ludgate's website www.ludgateenvironmental.com by no later than 12 noon (London time) on 9 February 2017.

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

In accordance with Rule 30.3 of the Code, a person may request a hard copy of this announcement free of charge, by contacting Panmure Gordon during business hours on [phone], or by submitting a request in writing to Panmure Gordon at One New Change, London EC4M 9AF. 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 5.00 pm, Monday to Friday excluding public holidays in England and Wales. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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) of the Code 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 one per cent. 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 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 of the Code.

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 of the Code).

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.

This information is provided by RNS

The company news service from the London Stock Exchange

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February 08, 2017 11:26 ET (16:26 GMT)