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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Gartmore Grp | LSE:GRT | London | Ordinary Share | KYG917851084 | ORD 0.5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 119.80 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMGRT NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM CANADA OR JAPAN OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 21 March 2011 Gartmore Group Limited Recommended acquisition of Gartmore Group Limited by Henderson Group plc (the "Acquisition") RESULTS OF COURT MEETING The board of directors of Gartmore Group Limited ("Gartmore") is pleased to announce that, at the Court Meeting of eligible Gartmore Shareholders held earlier today, Gartmore Shareholders voted to approve, by the necessary statutory majorities, the Scheme of Arrangement pursuant to section 86 of the Companies Law (2010 Revision) of the Cayman Islands to implement the Acquisition. Details of the resolution passed is set out in the notice of meeting contained in the scheme circular published by Gartmore on 26 February 2011 (the "Scheme Circular"). The voting results of the Court Meeting are as follows: Voting results of the Court Meeting FOR AGAINST WITHHELD Number of votes cast by the Gartmore 205,846,827 1,694,602 486,905 Shareholders voting at the Court (98.95%) (0.82%) (0.23%) Meeting either in person or by proxy Number of Gartmore Shareholders 21 2 1 casting votes at the Court Meeting (87.5%) (8.3%) (4.2%) either in person or by proxy Approximately 48.42 per cent. of Gartmore's issued share capital is currently held in the form of Depository Interests. Capita IRG Trustees Limited is the registered holder of the Depository Interests, and is the shareholder of record, in respect of all Depository Interest holders, for the purposes of calculating the number of Gartmore Shareholders casting votes at the Court Meeting. Therefore, as detailed in the Scheme Circular, the number of underlying Depository Interest holders who instructed Capita IRG Trustees Limited to vote on their behalf at the Court Meeting, is not relevant for the purposes of calculating the "majority in number" requirement, and is therefore not reflected in the number of Gartmore shareholders casting votes at the Court Meeting either in person or by proxy as set out in the second row of the above table. The implementation of the Acquisition remains conditional on the satisfaction or waiver of the remaining Conditions set out in Part III (Conditions) of the Scheme Circular, including the sanction of the Scheme by the Grand Court of the Cayman Islands (the "Court"). It is anticipated that the Court hearing to sanction the Scheme will be held on 31 March 2011, with the Scheme being implemented on 4 April 2011 and the latest date for settlement of the Consideration being 14 April 2011. Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Circular. In accordance with the requirements of the City Code it is confirmed that, 56.56 per cent. of the Company's issued share capital was voted in favour of the resolution passed, 0.47 per cent. of the Company's issued share capital was voted against the resolution passed and 0.13 per cent. of the Company's issued share capital with withheld in respect of the resolution passed. In accordance with Rule 9.6 of the Listing Rules, a copy of the resolution passed at the Court Meeting has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/ nsm.do. A copy of this announcement will be available on the Gartmore website (www.gartmore.com) as soon as practicable. For further information, contact: Gartmore Group Limited:- Jeffrey Meyer (Chief Executive Officer) Tel: +44 (0)20 7782 2045 Email: jeffrey.meyer@gartmore.com Keith Starling (Chief Financial Officer) Tel: +44 (0)20 7782 2569 Email: keith.starling@gartmore.com Brunswick Group:- Andrew Garfield Tel: +44 (0)20 7404 5959 E-mail: agarfield@brunswickgroup.com Helen Barnes Tel: +44 (0)20 7404 5959 E-mail: hbarnes@brunswickgroup.com The directors of Gartmore accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the directors of Gartmore (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. This announcement is for information purposes only and does not constitute, or form part of, any offer for or invitation to sell or purchase any securities, or any solicitation of any offer for, securities in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. The Acquisition will be made solely pursuant to the Scheme of Arrangement. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and Australia may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Australia should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared to comply with the requirements of English and Australian law, the Listing Rules, the rules of the London Stock Exchange and the ASX Listing Rules and 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 England or Australia. Notice to US holders of Gartmore Shares The Acquisition relates to the securities of a Cayman incorporated company, traded on the London Stock Exchange in the UK and is subject to UK disclosure requirements, which are different from those of the United States. The financial information included in this announcement has been prepared in accordance with International Financial Reporting Standards 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 United States. It may be difficult for US holders of Gartmore Shares to enforce their rights and any claim arising out of the US federal securities laws, since Henderson Group and Gartmore are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Gartmore Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the 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 judgment. The Acquisition is proposed to be implemented by means of a scheme of arrangement provided for under the Cayman Companies Law. The scheme of arrangement will relate to the shares of a Cayman company that is a `foreign private issuer' as defined under Rule 3b.4 under the Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the Cayman Islands to schemes of arrangement, which differ from the disclosure requirements of the US proxy and tender offer rules. The New Henderson Group Shares have not been, and will not be, registered under the Securities Act or under the securities laws of any state, district or other jurisdiction of the United States or of Canada or Japan and no regulatory clearances in respect of the registration of New Henderson Group Shares have been, or will be, applied for in any such jurisdiction. It is expected that the New Henderson Group Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by section 3(a) (10) thereof. The Acquisition has not been and will not be approved or disapproved by the SEC, nor has the SEC or any US state securities commission passed upon the merits or fairness of the transaction nor upon the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States. Under applicable US securities laws, Gartmore Shareholders who are or will be `affiliates' of Henderson Group prior to or after the Effective Date will be subject to certain transfer restrictions relating to the New Henderson Group Shares received in connection with the Scheme. Application of the City Code and Dealing Disclosure Requirements As previously advised, by virtue of its status as a Cayman incorporated company, the City Code does not apply to Gartmore. Shareholders are reminded that whilst the Gartmore Articles reflect certain provisions of the City Code, as set out more fully below, the Panel does not have responsibility for ensuring compliance with the City Code and is not able to answer shareholders queries in relation to Gartmore or Henderson Group. In particular, public disclosures consistent with the provision of Rule 8.3 of the City Code should not be e-mailed to the Panel, but released directly through a Regulatory Information Service. Gartmore has incorporated certain provisions in the Gartmore Articles to reflect certain provisions of the City Code. The provisions do not, however, provide shareholders with the full protections offered by the City Code. In particular, the Gartmore Articles provide that subject to the Cayman Companies Law, to any other applicable law, to any other regulation in respect of takeovers which applies to Gartmore at any time, and to the Gartmore Board being satisfied, in any particular case, that the application of the following provisions are in the best interests of Gartmore, the Gartmore Board will use its reasonable endeavours to (i) apply and have Gartmore abide by the General Principles of the City Code; (ii) if circumstances arise under which Gartmore would be an offeree or otherwise the subject of an approach or the subject of a third party's statement of a firm intention to make an offer to comply with, and procure that Gartmore complies with, the provisions of the City Code applicable to an offeree company and the board of directors of an offeree company; and (iii) if the Gartmore Board recommends an offer, obtain an undertaking from the offeror to comply with the City Code in relation to the conduct and execution of that offer as though Gartmore were subject to the City Code (but recognising that the Panel will not have jurisdiction). As explained in more detail in paragraph 12 below, Gartmore and Henderson Group have agreed generally, subject to certain exceptions set out in the Implementation Agreement, to comply with the general principles and rules of the City Code in the conduct and execution of the Acquisition, as if the City Code applied to the Acquisition. Gartmore and Henderson Group Shareholders and others dealing in ordinary shares of Gartmore or Henderson Group are not obliged to disclose any of their dealings under the provisions of the City Code. However, market participants are requested to make disclosures of dealings as if the City Code applied and as if Gartmore were in an offer period under the City Code. Gartmore's and Henderson Group's websites contain the form of disclosure requested. If you are in any doubt as to whether or not you should disclose dealings, you should consult Gartmore or Henderson Group, as relevant. In light of the foregoing, under the provisions of Rule 8.3 of the City Code, if any person is, or becomes "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Gartmore or Henderson Group, all "dealings" in any "relevant securities" of Gartmore or Henderson Group, as the case may be, (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") should be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. In a situation where the City Code applies, this requirement would continue until the date on which the Scheme becomes effective 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 Gartmore or Henderson Group, they would be deemed to be a single person for the purpose of Rule 8.3 of the City Code. In accordance with the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Gartmore or Henderson Group by Gartmore or Henderson Group or by any of their respective "associates", would be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the 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 be found on the Panel's website. If you are in any doubt as to whether or not you should disclose a "dealing" under Rule 8 of the City Code, as if it applied, you should consult Gartmore or Henderson Group. Publication on website A copy of this announcement will be available on Gartmore's website (www.gartmore.com) as soon as practicable. END
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