Avesco Group PLC Result of Meeting (1476S)

TIDMAVS

RNS Number : 1476S

Avesco Group PLC

16 December 2016

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.

FOR IMMEDIATE RELEASE

16 December 2016

RESULTS OF COURT AND GENERAL MEETINGS

Avesco Group plc (Avesco or the Company) is pleased to announce that, at the Court Meeting and General Meeting held earlier today, Avesco Shareholders approved by the requisite majorities all of the resolutions proposed at both meetings in respect of the proposed acquisition by NEP Group Inc. (or a direct or indirect wholly-owned subsidiary of NEP Group Inc.) (NEP) of the entire issued share capital of the Company (the Acquisition) which is being implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme). Full details of the Scheme were set out in the circular to Avesco Shareholders dated 23 November 2016 (the Scheme Document).

Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the Scheme Document.

The number of Avesco Shares in issue at 6.00 p.m. on 14 December 2016, being the Scheme Voting Record Time, was 19,075,583 (excluding 1,877,318 Avesco Shares held as treasury shares).

Court Meeting

The first meeting, convened in accordance with the order of the Court, sought approval from Scheme Shareholders for the Scheme.

The resolution proposed at the Court Meeting was decided on a poll. A majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.99 per cent by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.

Details of the votes cast are as follows:

 
                                                                           Number 
                                                                        of Scheme 
                                                                           Shares 
                                                                            voted 
                                                                           as a % 
                                                                           of the 
                                                                           issued 
                   Number                       Number                      share 
                of Scheme     % of Scheme    of Scheme   % of Scheme      capital 
             Shareholders    Shareholders       Shares        Shares       of the 
                who voted       who voted        voted         voted      Company 
---------  --------------  --------------  -----------  ------------  ----------- 
 FOR                  204           99.51   14,318,953         99.99        75.06 
---------  --------------  --------------  -----------  ------------  ----------- 
 AGAINST                1            0.49           35          0.01       0.0002 
---------  --------------  --------------  -----------  ------------  ----------- 
 TOTAL                205             100   14,318,988           100        75.06 
---------  --------------  --------------  -----------  ------------  ----------- 
 

Avesco General Meeting

The Avesco General Meeting sought approval for a Special Resolution for the purpose of giving effect to the Scheme and to approve certain other related matters as set out in the Scheme Document. The Special Resolution was decided on a poll and duly passed.

Details of the votes cast are as follows:

 
                                                              Number of 
                                                          Avesco Shares 
                                                               voted as 
                           Number of                         a % of the 
                       Avesco Shares       % of Avesco     issued share 
                        voted at the      Shares voted       capital of 
                             meeting    at the meeting      the Company 
-------------------  ---------------  ----------------  --------------- 
 FOR                      14,404,527             99.99            75.51 
-------------------  ---------------  ----------------  --------------- 
 AGAINST                         288              0.01            0.002 
-------------------  ---------------  ----------------  --------------- 
 TOTAL VOTE 
  (excl. WITHHELD)        14,404,809               100            75.51 
-------------------  ---------------  ----------------  --------------- 
 WITHHELD                       1206             0.008            0.006 
-------------------  ---------------  ----------------  --------------- 
 

A vote withheld is not a vote in law and counts neither "For" nor "Against" the Special Resolution.

Next steps and key dates

Completion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including the sanction of the Scheme by the Court.

The date of the Court hearing to sanction the Scheme is expected to be 20 December 2016.

It is intended that dealings in Avesco Shares will be suspended at 7.30 a.m. on 21 December 2016.

Subject to the Court approving the Scheme and the Scheme Court Order being duly delivered to the Registrar of Companies, it is anticipated that the Scheme will come into effect on 21 December 2016.

If the Court sanctions the Scheme it is intended that the admission to trading of Avesco Shares on AIM will be cancelled with effect from 7.00 a.m. on 23 December 2016.

Settlement of the consideration to which any holder of Scheme Shares is entitled will be effected by not later than 4 January 2017.

The dates stated above are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or (if capable of waiver) waived. If any of the times and/or dates above change, the revised times and/or dates will be notified to Avesco Shareholders by announcement through a Regulatory Information Service.

A full indicative timetable is contained on page 8 of the Scheme Document.

Other

Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

Enquiries

 
 EY (Financial Adviser 
  to Avesco) 
 Justin Prichard 
  Julie Green                      [phone] 
 finnCap (Rule 3 Adviser 
  to Avesco) 
 Julian Blunt 
  James Thompson                   [phone] 
 
 Camarco (PR Advisers to 
  Avesco) 
 Hazel Stevenson 
  Billy Clegg                      [phone] 
 
 NEP 
 Kevin Rabbitt, Chief Executive 
  Officer 
  Gerry Delon, Chief Financial 
  Officer                          [phone] 
 
 Barclays Bank PLC, acting through its Investment 
  Bank 
  (Financial Adviser to NEP) 
 Scott Wisniewski 
  James Colburn                    [phone] 
 

Further information

This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Avesco in any jurisdiction in contravention of applicable law. The Acquisition is being made solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition.

EY, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Avesco in connection with the Acquisition 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.

finnCap, which is authorised and regulated by the FCA, is acting exclusively for Avesco and no-one else in connection with the Acquisition and will not be responsible to anyone other than Avesco for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting exclusively for NEP and no one else in connection with the Acquisition and will not be responsible to anyone other than NEP for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

Overseas jurisdictions

The availability of the Acquisition to Avesco Shareholders who are not resident in and citizens of the UK 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 UK 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 or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK 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 and persons involved in the Acquisition 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 AIM Rules, the rules of the London Stock Exchange 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 of jurisdictions outside of England.

Copies of this announcement and the formal documentation relating to the Scheme and the Acquisition 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.

US Holders should note that the Acquisition relates to the securities of a UK company, is subject to UK disclosure requirements (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in the Scheme documentation has been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If NEP exercises its right to implement the Acquisition of the Avesco Shares by way of a takeover offer, such offer will be made in compliance with applicable US tender offer and securities laws and regulations.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Avesco Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Avesco is located outside the US, and some or all of its officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, NEP or its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Avesco Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. In addition, in accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Avesco securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Publication on website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on NEP's website at http://www.nepinc.com and Avesco's website at http://www.avesco.com by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement by contacting the Company Secretary of Avesco during business hours on [phone] or by submitting a request in writing to the Company Secretary of Avesco at Unit E2, Sussex Manor Business Park, Gatwick Road, Crawley RH10 9NH. 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. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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December 16, 2016 10:29 ET (15:29 GMT)