EU Supply PLC Results of Court Meeting and General Meeting (2343E)

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RNS Number : 2343E

EU Supply PLC

02 July 2019

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 THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014

FOR IMMEDIATE RELEASE

2 July 2019

EU Supply plc

("EU Supply", the "Company" or the "Group")

Recommended Cash Offer for EU Supply by Mercell

To be effected by way of a Scheme Of Arrangement under Part 26 of the Companies Act 2006

Results of Court Meeting and General Meeting

EU Supply is pleased to announce that at the Court Meeting and the General Meeting of EU Supply Shareholders held earlier today in connection with the recommended cash offer for the entire issued share capital of EU Supply by Mercell, the resolutions proposed were duly passed. Full details of the resolutions are set out in the notices of the Court Meeting and the General Meeting contained in the scheme document sent to EU Supply Shareholders on 7 June 2019 (the "Scheme Document"), copies of which are available at www.eusupply.com/Website/InvestorRelations and https://www.mercell.com/en/105620654/-offer-for-eus.aspx.

At the Court Meeting, a majority in number of Scheme Shareholders, who voted and were entitled to vote, either in person or by proxy, and who together represented over 75 per cent. by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. At the General Meeting, the special resolution to provide for the implementation of the Scheme was also passed by the requisite majority.

The number of Scheme Shares in issue at 6.00 p.m. UK time on 28 June 2019 (the "Voting Record Time") was 85,722,035.

COURT MEETING

The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:

 
                Number                   Percentage       Number of      Percentage        Number of 
                    of                    of Scheme          Scheme       of Scheme    Scheme Shares 
                Scheme                       Shares    Shareholders    Shareholders         voted as 
                Shares                    Voted (%)       who voted       who voted                a 
                 voted                                                          (%)       percentage 
                                                                                                  of 
                                                                                          the Scheme 
                                                                                              Shares 
 FOR        59,759,850                        99.97              39           30.95            69.71 
           -----------  ---------------------------  --------------  --------------  --------------- 
 AGAINST        15,336                         0.03               2            1.59             0.02 
           -----------  ---------------------------  --------------  --------------  --------------- 
 TOTAL      59,775,186                       100.00              41           32.54            69.73 
           -----------  ---------------------------  --------------  --------------  --------------- 
 

GENERAL MEETING

The voting on the special resolution to provide for the implementation of the Scheme, the amendment to the Company's articles of association and to re-register the Company as a private company was taken on a poll and the results were as follows:

 
                    Number of    Percentage of EU Supply 
             EU Supply Shares                     Shares 
                        voted                  voted (%) 
 FOR               60,642,374                     99.998 
           ------------------  ------------------------- 
 AGAINST                1,000                      0.002 
           ------------------  ------------------------- 
 TOTAL             60,643,374                        100 
           ------------------  ------------------------- 
 

EFFECTIVE DATE AND TIMETABLE

Completion of the Transaction remains subject to the satisfaction or, if applicable, waiver of the other Conditions set out in the Scheme Document, including Court sanction of the Scheme.

The expected timetable of principal events for the implementation of the Scheme remains as set out in the Scheme Document. The Court Hearing (to sanction the Scheme) is expected to take place on 9 July 2019. If the Scheme becomes effective in accordance with its terms, it is intended that dealings in EU Supply Shares on AIM will be suspended at 7.30 a.m. on 10 July 2019 and subsequently be cancelled from admission to trading on AIM at 7.00 a.m. on 11 July 2019.

These times and dates are indicative only and EU Supply will give notice of any change(s) to the above timetable by issuing an announcement through a Regulatory Information Service and by publishing such changes on its website at www.eusupply.com/Website/InvestorRelations and, if required by the Panel, sending notice of the change(s) to EU Supply Shareholders and, for information only, to persons with information rights in EU Supply.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.

Enquiries:

 
 EU Supply 
 Thomas Beergrehn, Chief Executive        Tel: [phone] 
  Officer                                             4545 
 Fredrik Wallmark, Chief Financial 
  Officer 
 
 Shore Capital (financial adviser, 
  nominated adviser and broker to EU 
  Supply) 
 Tom Griffiths                            Tel: [phone] 
                                                      6100 
 David Coaten 
 Mercell 
 Terje Wibe, Chief Executive Officer      Tel: [phone] 
                                                        98 
 Fredrik Eeg, Chief Financial Officer     Tel: [phone] 
                                                        78 
 
 Liberum (financial adviser to Mercell) 
 Karri Vuori                              Tel: [phone] 
                                                      2222 
 James Greenwood 
 Euan Brown 
 William Hall 
 

Important notices

Shore Capital and Corporate Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively as financial adviser to EU Supply and no one else in connection with the Transaction, the contents of this announcement or any other matters referred to in this announcement and will not be responsible to anyone other than EU Supply for providing the protections afforded to clients of Shore Capital and Corporate Limited nor for providing advice in relation to the Transaction, the contents of this announcement or any other matters referred to in this announcement.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively as financial adviser to Mercell and no one else in connection with the Transaction, the contents of this announcement or any other matters referred to in this announcement and will not be responsible to anyone other than Mercell for providing the protections afforded to clients of Liberum Capital Limited nor for providing advice in relation to the Transaction, the contents of this announcement or any other matters referred to in this announcement.

Forward-looking statements

This announcement contains statements about the Mercell Group, the EU Supply Group and the Enlarged Group that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "should", "continue", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", "ambition" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the EU Supply Group's, the Mercell Group's or the Enlarged Group's operations and potential synergies resulting from the Transaction; and (iii) the effects of government regulation on the EU Supply Group's, the Mercell Group's or the Enlarged Group's business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on assumptions and assessments made by Mercell and/or EU Supply in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Neither the EU Supply Group nor the Mercell Group assume any obligation to update any forward-looking or other statements contained herein, except as required by applicable law or regulation.

Overseas Jurisdictions

The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other announcements and documentation relating to the Transaction are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction or any Restricted Jurisdiction. Persons receiving such announcements or documentation (including, without limitation, nominees, trustees and custodians) should inform themselves of, and observe, these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Transaction disclaim any responsibility or liability for the violations of any such restrictions by any person.

This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the Takeover 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 jurisdictions outside England and Wales.

Unless otherwise determined by Mercell or required by the Takeover Code, and permitted by applicable law and regulation, the Transaction will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction.

The availability of the Transaction to EU Supply Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.

Further details in relation to the treatment of Overseas Shareholders for the purpose of the Transaction is contained in the Scheme Document.

Notice to US Investors

US shareholders should note that the Scheme relates to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act of 1934, as amended (the "US Exchange Act"), is subject to UK disclosure requirements (which are different from those of the United States) and is proposed to be made by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement for a foreign private issuer is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. Financial information included in the Scheme Document or other relevant documentation will have been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and Norway and thus may not be comparable to the financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

US shareholders should be aware that the Transaction may have tax consequences in the United States and under other applicable tax laws and, that such consequences, if any, are not described herein. Each EU Supply Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Transaction applicable to him.

If Mercell elects to implement the Transaction by means of a Takeover Offer, such Takeover Offer shall be made in compliance with the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Mercell and no one else. Mercell, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in EU Supply outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States in compliance with applicable law, including the US Exchange Act and the Takeover Code.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for EU Supply for the current or future period would necessarily match or exceed the historical published earnings or earnings per share for EU Supply.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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) 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 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 Takeover Code, any person who is, or becomes, interested in 1 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. 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 securities exchange 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 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.

Publication on website and availability of hard copies

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on EU Supply's website at www.eu-supply.com/Website/InvestorRelations and Mercell's website at https://www.mercell.com/en/105620654/-offer-for-eus.aspx by no later than 12 noon on the Business Day following the date of this announcement. For the avoidance of doubt, the content of those websites is not incorporated into and do not form part of this announcement.

EU Supply Shareholders may request a hard copy of this announcement by contacting Neville Registrars on 0121 585 1131 (non-UK callers [phone]) during business hours or by submitting a request in writing to Neville Registrars at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD. If you have received this announcement in electronic form, copies of this announcement will not be provided unless such a request is made.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser, duly authorised under FSMA if you are resident in the United Kingdom, or from another appropriately authorised independent financial adviser

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(END) Dow Jones Newswires

July 02, 2019 08:31 ET (12:31 GMT)