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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Energybuild | LSE:EBG | London | Ordinary Share | GB00B1Z47571 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 21.25 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMEBG RNS Number : 5583P Energybuild Group PLC 19 July 2010 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 19 July 2010 Energybuild Group plc ("Energybuild" or the "Company") Results of Court Meeting and General Meeting The Board of Energybuild is pleased to announce that, at the Court Meeting and General Meeting held earlier today, eligible Scheme Shareholders and Energybuild Shareholders, respectively, voted to approve, by the necessary majorities, the Scheme of Arrangement and other associated matters to implement the Proposal. Details of the resolutions passed are set out in the notices of the meetings contained in the Scheme Document posted to Energybuild Shareholders on 25 June 2010. Voting results of Court Meeting At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.97 per cent. by value of those Scheme Shares voted, voted to approve the Scheme. The vote was conducted by way of a poll and the results were as follows: +--------------+------------+---------+ | | For | Against | +--------------+------------+---------+ | Number | 72 | 6 | | of | (92.3%) | (7.7%) | | Scheme | | | | Shareholders | | | | casting | | | | votes | | | +--------------+------------+---------+ | Number | 56,279,984 | 16,071 | | of | (99.97%) | (0.03%) | | votes | | | | cast | | | | by the | | | | Scheme | | | | Shareholders | | | +--------------+------------+---------+ Voting results of General Meeting The Special Resolution to approve certain steps to give effect to the Scheme was duly passed on a poll. The votes cast were as follows: +---------+-------------+---------+----------+ | | For | Against | Withheld | +---------+-------------+---------+----------+ | To | 119,848,526 | 169,671 | - | | approve | (99.86%) | (0.14%) | | | and | | | | | give | | | | | effect | | | | | to the | | | | | Scheme | | | | +---------+-------------+---------+----------+ In relation to the General Meeting: · the issued share capital at the Voting Record Time was 226,666,667 ordinary shares, of which the Western Group held 124,006,667 (representing approximately 54.71 per cent.); · votes were tendered in respect of 119,848,526 ordinary shares, representing approximately 52.87 per cent. of the total issued share capital. The implementation of the Proposal remains conditional on the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the sanction of the Scheme and the confirmation of the Capital Reduction by the Court. It is anticipated that the Court hearing to sanction the Scheme and to confirm the Capital Reduction will take place on 5 August 2010, with the Scheme becoming effective on 6 August 2010, Admission of the New Western Shares and CREST accounts being credited on 9 August 2010 and share certificates in respect of the New Western Shares being despatched within 14 days of the Scheme becoming effective. Capitalised terms used in this announcement have the same meanings as given to them in the Scheme Document unless the context requires otherwise. A copy of this announcement will be made available on Energybuild's website at www.energybuild.co.uk by no later than 12 noon on 20 July 2010. Enquiries: +-------------+--------+--------------+ | Energybuild | | + 44 | | Group Plc | | (0) | | Colin Cooke | | 1639 722 400 | | / Rhidian | | | | Davies | | | +-------------+--------+--------------+ | Arbuthnot | | + 44 | | Securities | | (0) 20 | | Limited | | 7012 2000 | | James | | | | Steel / Ed | | | | Groome | | | +-------------+--------+--------------+ | St | | + 44 | | Brides | | (0) | | Media | | 207 236 1177 | | & | | | | Finance | | | | Limited | | | | Hugo de | | | | Salis / | | | | Paul | | | | Youens | | | +-------------+--------+--------------+ The Directors of Energybuild take responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Energybuild, who have taken all reasonable care to ensure that such is the case, the information contained in this announcement is in accordance with the facts. Arbuthnot Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Energybuild and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Energybuild for providing the protections afforded to customers of Arbuthnot Securities or for providing advice in relation to the Proposal or any other matters referred to in this announcement. This announcement is not intended to, and does not, constitute or form part of any offer to sell or an invitation to purchase or to subscribe for any securities pursuant to the Proposal or otherwise or the solicitation of any vote or approval in any jurisdiction. The Proposal has been made solely through the Scheme Document and the Forms of Proxy, which contained the full terms and conditions of the Proposal, including details of how to vote in respect of the Proposal. The availability of the Proposal to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements. Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such jurisdiction. This announcement, including information included or incorporated by reference in this announcement, may contain "forward-looking statements" concerning the Energybuild Group and the Western Group. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. Energybuild and Western assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law. Disclosure Requirements of the Takeover Code Under Rule 8.3(a) of the Takeover 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 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (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 Takeover 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 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 p.m. (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. This information is provided by RNS The company news service from the London Stock Exchange END MSCUKVURRRABAAR
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