Result of Court Meeting & General Meeting

 

TIDMWTC 
 
RNS Number : 1577B 
Westcity PLC 
21 October 2009 
 

Not for release, distribution or publication, in or into any jurisdiction where 
it is unlawful to do so. 
 
Westcity PLC 
("Westcity" or the "Company") 
 
 
 
 
Result of Court Meeting and General Meeting 
 
Westcity is pleased to announce that at the Court Meeting today, Shareholders 
voted to approve the Scheme of Arrangement proposed in the circular sent to 
shareholders on the 21 September 2009 (the "Scheme Document"), without 
modification. 
 
 
At the General Meeting which immediately followed the Court Meeting, 
shareholders also approved, without modification, all resolutions required to 
give effect to the proposed Scheme and the resolution authorising the delisting 
of Westcity if the Scheme were not approved or, once approved, does not become 
effective by 31 December 2009. 
 
 
The full results of the votes cast at the Meetings were as follows: 
Poll results for the Court Meeting 
Voting at the Court Meeting was conducted by poll on the resolution to approve 
the Scheme. The results of the vote are set out below: 
Number of votes for: 28,423,940 (99.79% of shares voted) 
Number of votes against: 59,924 (0.21% of shares voted) 
Number of voters for: 195 (92.86% of voting shareholders) 
Number of voters against: 15 (7.14% of voting shareholders) 
Total shares voted as percentage of the issued share capital*: 62.62% 
* The figure used for the issued share capital does not include the shares held 
or controlled by Chapman and Ira Rapp as their shares were excluded from the 
vote 
Poll results for the General Meeting 
Voting at the General Meeting was conducted by poll on all resolutions. The 
results of the poll were as set out below: 
+----+------------------------------------+------------+-----------+------------+ 
|    |                                    | For*       | Against   | Vote       | 
|    |                                    |            |           | withheld** | 
+----+------------------------------------+------------+-----------+------------+ 
| 1. | Special resolution approving the   | 57,228,333 | 51,649    | 16,980     | 
|    | Scheme                             | (99.9%)    | (0.1%)    |            | 
+----+------------------------------------+------------+-----------+------------+ 
| 2. | Special resolution to delist if    | 57,226,266 | 65,086    | 5,610      | 
|    | the Scheme does not become         | (99.89%)   | (0.11%)   |            | 
|    | effective by 31 Dec 2009           |            |           |            | 
+----+------------------------------------+------------+-----------+------------+ 
* This figure includes discretionary votes 
** A "vote withheld" enabled shareholders to abstain on the resolution. Such a 
vote is not a vote in law and is not counted in the calculation of the 
proportion of votes "for" or "against" a resolution 
 
 
Revised and updated timetable 
The timetable for the rest of the process is now expected to be as follows: 
 
 
+--------------------------------------------------------+---------------+ 
| Latest time for receipt and withdrawal of Form of      | 4.00 p.m. on  | 
| Election and Electronic Election for the Unlisted      | 5 November    | 
| Share Alternative                                      | 2009          | 
+--------------------------------------------------------+---------------+ 
| Last day of dealings in, and for registration of       | 9 November    | 
| transfers of, Westcity Shares                          | 2009          | 
+--------------------------------------------------------+---------------+ 
| Scheme Record Time                                     | 6.00 p.m. on  | 
|                                                        | 9 November    | 
|                                                        | 2009          | 
+--------------------------------------------------------+---------------+ 
| Dealing in Westcity Shares suspended                   | 7.00 a.m. on  | 
|                                                        | 10 November   | 
|                                                        | 2009          | 
+--------------------------------------------------------+---------------+ 
| Court Hearing (Sanction of the Scheme and Reduction of | 10 November   | 
| Capital)                                               | 2009          | 
+--------------------------------------------------------+---------------+ 
| Effective Date of the Scheme                           | 11 November   | 
|                                                        | 2009          | 
+--------------------------------------------------------+---------------+ 
| Cancellation of admission to trading on AIM of         | 7.00 a.m. on  | 
| Westcity Shares                                        | 12 November   | 
|                                                        | 2009          | 
+--------------------------------------------------------+---------------+ 
| Latest date for dispatch of cheques or settlement      | within 14     | 
| through CREST in respect of the cash consideration due | days from the | 
| under the Scheme and, where applicable, certificates   | Effective     | 
| in respect of Berkshire Shares                         | Date          | 
+--------------------------------------------------------+---------------+ 
 
 
The dates given are based on current expectations and may be subject to change. 
If any of the expected dates change, the Company will give adequate notice of 
the change by issuing an announcement through a Regulatory Information Service. 
 
 
Unless the context otherwise requires, terms defined in the Scheme Document 
dated 
21 September 2009 have the same meaning in this announcement. 
 
 
Enquiries: 
 
 
For further information please contact: 
 
 
 
 
Westcity PLC                                        + 44 (0) 20 7424 6700 
Ira Rapp, Chief Executive Officer 
Michael Tannenbaum, Finance Director 
 
 
KBC Peel Hunt Ltd (Financial adviser)[phone] 
Alex Vaughan 
Richard Kauffer 
 
 
 
 
KBC Peel Hunt, which is authorised and regulated in the United Kingdom for the 
conduct of investment business by the Financial Services Authority, is acting 
exclusively for Westcity and no one else in connection with the matters 
described in this announcement and will not be responsible to anyone other than 
Westcity for providing the protections afforded to clients of KBC Peel Hunt nor 
for providing advice in relation to the matters described in this announcement. 
 
 
This announcement is not intended to, and does not constitute or form any part 
of, an offer or invitation to sell or subscribe for or purchase any securities 
or solicitation of any vote or approval in any jurisdiction pursuant to the 
Acquisition Proposal or otherwise. The Acquisition Proposal was made through the 
Scheme Document, which contains the full terms and conditions of the Acquisition 
Proposal (including details of how Shareholders were required to vote in respect 
of the Acquisition Proposal). Any acceptance of or other response to the 
Acquisition Proposal should be made only on the basis of the information 
contained in the Scheme Document. Shareholders are advised to read the Scheme 
Document carefully. 
 
 
Notice to Overseas Persons 
 
 
The availability of the Acquisition Proposal to Shareholders who are not 
resident in the United Kingdom may be affected by the laws of relevant 
jurisdictions. Shareholders who are not resident in the United Kingdom will need 
to inform themselves about and observe any applicable requirements. 
 
 
The Acquisition Proposal will be subject to the applicable rules and regulations 
of the London Stock Exchange and the City Code. 
 
This communication shall not constitute an offer to sell or the solicitation of 
an offer to buy securities, or the solicitation of any vote or approval, nor 
shall there be any sale of securities in any jurisdiction in which such offer, 
solicitation or sale would be unlawful prior to registration or qualification 
under the securities laws of such jurisdiction. 
Dealing Disclosure Requirements 
 
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of Berkshire or of Westcity, all "dealings" in any 
"relevant securities" of that company (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30 p.m. (London time) on the Business 
Day following the date of the relevant transaction. This requirement will 
continue until the date on which the Scheme becomes effective, the Acquisition 
Proposal lapses or is otherwise withdrawn or on which the "offer period" 
otherwise ends. If two or more persons act together pursuant to an agreement or 
understanding, whether formal or informal, to acquire an "interest" in "relevant 
securities" of Berkshire or Westcity, they will be deemed to be a single person 
for the purpose of Rule 8.3. 
 
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant 
securities" of Berkshire or of Westcity by Berkshire or Westcity, or by any of 
their respective "associates", must be disclosed by no later than 12.00 noon 
(London time) on the Business Day following the date of the relevant 
transaction. 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in price of securities. In 
particular, a person will be treated as having an "interest" by virtue of the 
ownership or control of securities, or by virtue of any option in respect of, or 
derivative referenced to, securities. 
 
Terms in quotation marks are defined in the City Code, which can also be found 
on the Panel's website. If you are in any doubt as to whether or not you are 
required to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
Forward Looking Statements 
 
Certain statements in this announcement regarding the proposed transaction 
between Berkshire and Westcity, the expected timetable for completing the 
Acquisition Proposal, future financial and operating results, benefits and 
synergies of the transaction, future opportunities for the combined company and 
products and any other statements regarding Westcity's or Berkshire's future 
expectations, beliefs, goals or prospects constitute forward-looking statements. 
 
 
When used in this announcement, the words "believe", "anticipate", "should", 
"intend", "plan", "will", "expects", "estimates", "projects", "positioned", 
"strategy", and similar expressions or statements that are not historical facts, 
in each case as they relate to Berkshire and Westcity, the board of directors of 
either such company or the proposed transaction, are intended to identify those 
expressions or statements as forward-looking statements. By their nature, 
forward looking statements involve risk and uncertainty and the factors 
described in the context of such forward looking statements in this announcement 
could cause actual results and developments to differ materially from those 
expressed in or implied by such forward looking statements. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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