GBGI Limited Result of Shareholder Meeting (5667K)

TIDMGBGI

RNS Number : 5667K

GBGI Limited

14 December 2018

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

NEITHER THE GFSC NOR THE STATES OF GUERNSEY TAKE ANY RESPONSIBILITY FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DOCUMENT.

FOR IMMEDIATE RELEASE

14 December 2018

RECOMMED CASH OFFER

for

GBGI Limited ("GBGI")

by

Elm Bidco, L.P. ("Bidco")

a Cayman Island exempted limited partnership that is controlled by affiliates of

Further Global Capital Management, L.P. ("Further Global")

to be effected by means of a scheme of arrangement

under Part VIII of The Companies (Guernsey) Law, 2008, as amended

RESULTS OF GBGI SHAREHOLDER MEETINGS

The Boards of GBGI and Bidco are pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the recommended cash offer by Bidco for the entire issued and to be issued share capital of GBGI (the "Offer") to be implemented by means of a scheme of arrangement under Part VIII of the Companies Law of Guernsey (the "Scheme"), all the resolutions proposed were duly passed.

Full details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document dated 19 November 2018 (the "Scheme Document"), which, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, is available on GBGI's website at https://www.gbg.com/#/AboutGBG/Investors.

Voting results of the Court Meeting

The Scheme was approved by the requisite majority on a poll vote at the Court Meeting held at 10.00 a.m. on 14 December 2018. A majority in number of the Scheme Shareholders who voted (and who were entitled to vote), either in person or by proxy, representing over 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders present and voting, voted to approve the Scheme.

The results of the poll at the Court Meeting held on 14 December 2018 were as follows:

 
              Results                 Number of                 Percentage                Number of                   Percentage                  Number of 
              of Court                Scheme                    of Scheme                 Scheme                      of Scheme                   Scheme 
              Meeting                 Shares                    Shares                    Shareholders                Shareholders                Shares 
                                      voted                     voted                     who voted                   who voted                   voted as a 
                                                                                                                                                  percentage 
                                                                                                                                                  of issued 
                                                                                                                                                  ordinary 
                                                                                                                                                  share 
                                                                                                                                                  capital 
                                                                                                                                                  entitled 
                                                                                                                                                  to 
                                                                                                                                                  vote on 
                                                                                                                                                  the Scheme 
              FOR                     69,764,278                99.997                    12                          92.31                       80.22 
                        ------------------------  ------------------------  --------------------------  --------------------------  ------------------------ 
              AGAINST                 2,100                     0.003                     1                           7.69                        0.0024 
                        ------------------------  ------------------------  --------------------------  --------------------------  ------------------------ 
              TOTAL                   69,766,378                100.00                    13                          100.00                      80.22 
                        ------------------------  ------------------------  --------------------------  --------------------------  ------------------------ 
 

Voting results of the General Meeting

The Resolutions were passed by the requisite majority on a poll vote at the General Meeting held at 10.15 a.m. on 14 December 2018.

The results of the poll at the General Meeting held on 14 December 2018 were as follows:

 
                                            FOR                                                 AGAINST                                           TOTAL                     WITHHELD* 
              Ordinary                      No. of                    % eligible                No. of                  % eligible                No. of                    No. of 
              Resolutions                   eligible                  Votes                     eligible                Votes                     eligible                  eligible 
                                            Votes                                               Votes                                             Votes                     Votes 
                              ------------------------  ------------------------  ----------------------  ------------------------  ------------------------  ----------------------- 
              To approve the 
               Executive 
               Director 
               Management 
               Arrangements, 
               as set out in 
               the Notice of 
               General 
               Meeting.                     70,774,945                99.73                     191,433                 0.27                      70,966,378                0 
                              ------------------------  ------------------------  ----------------------  ------------------------  ------------------------  ----------------------- 
              Special                       No. of                    % eligible                No. of                  % eligible                No. of                    No. of 
              Resolution                    eligible                  Votes                     eligible                Votes                     eligible                  eligible 
                                            Votes                                               Votes                                             Votes                     Votes 
                              ------------------------  ------------------------  ----------------------  ------------------------  ------------------------  ----------------------- 
              To give effect 
               to the 
               Scheme, 
               including the 
               amendments to 
               the articles 
               of 
               association 
               of GBGI, 
               as set out in 
               the Notice of 
               General 
               Meeting.                     70,964,278                99.997                    2,100                   0.003                     70,966,378                0 
                              ------------------------  ------------------------  ----------------------  ------------------------  ------------------------  ----------------------- 
 

Notes:

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

Completion of the Offer remains subject to a number of conditions including (but not limited to) those relating to the Guernsey Financial Services Commission (the "GFSC") and the Netherlands Autoriteit Financiële Markten as well as the Court sanctioning the Scheme at the Court Hearing which is expected to take place in the first quarter of 2019.

The total number of GBGI shares in issue at close of business on Wednesday 13 December 2018, being the latest practicable business day prior to the General Meeting, was 86,964,195 ordinary shares of US$0.001 per share, each with one vote.

A copy of the special resolution passed at the General Meeting has been submitted to the GFSC and will shortly be available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM/.

Except as otherwise defined herein, capitalised terms used but not defined in this Announcement have the same meanings as given to them in the Scheme Document dated 19 November 2018.

Enquiries:

 
              GBGI Limited 
              Bob Dubrish (CEO)                                                [phone] 
              Eric Dickelman (CFO)                                             [phone] 
              Canaccord Genuity Limited 
               (Financial adviser, NOMAD and broker to GBGI)                   [phone] 
              Sunil Duggal 
              Bill Gardiner 
              Emma Gabriel 
              Bidco/Further Global 
              Eric Leathers                                                    [phone] 
              Perella Weinberg Partners                                        [phone] 
               (Financial adviser to Bidco and Further Global)                  [phone] 
              Titus Leung 
              James Triggs 
              Andy Tam 
 

Important Notices

Canaccord Genuity Limited which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting as financial adviser to GBGI and for no one else in connection with the Offer and other matters referred to in this document and will not be responsible to anyone other than GBGI for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this document or any other matters referred to in this document.

Perella Weinberg Partners UK LLP which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Further Global and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Further Global for providing the protections afforded to its clients nor for providing advice in connection with the subject matter of this announcement.

Further Information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Offer is made solely by means of the Scheme Document or any document by which the Offer is made which will contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Offer.

This Announcement has been prepared for the purpose of complying with English law, Guernsey law 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 the United Kingdom or Guernsey.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

The Offer relates to shares of a Guernsey incorporated company and is proposed to be effected by means of a scheme of arrangement under Part VIII of the Guernsey Companies Law. The Offer, proposed to be implemented by way of a scheme of arrangement, is not subject to the proxy solicitation rules nor the tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in Guernsey to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Bidco were to elect to implement the Offer by means of a Takeover Offer and determines to extend the Takeover Offer into the United States, such Takeover Offer would be made in compliance with all applicable United States laws and regulations. Such a Takeover Offer would be made in the United States by Bidco and no one else. In addition to any such Takeover Offer, Further Global, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in GBGI 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 and would comply with applicable law, including the US Exchange Act.

The Class B Bidco Interests to be issued pursuant to the Offer have not been registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act. The Class B Bidco Interests to be issued pursuant to the Offer will be issued pursuant to the exemption from registration provided by Section 3(a)(10) under the US Securities Act. If, in the future, Bidco exercises its right to implement the Offer by way of a Takeover Offer or otherwise in a manner that is not exempt from the registration requirements of the US Securities Act, it may be required to file a registration statement with the US Securities and Exchange Commission (the "SEC") that will contain a prospectus with respect to the issuance of Class B Bidco Interests. In this event, Scheme Shareholders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information, and such documents will be available free of charge at the SEC's website at www.sec.gov or by directing a request to Bidco's contact for enquiries identified above.

None of the securities referred to in this Announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

GBGI is incorporated under the laws of Guernsey. In addition, some of its officers and directors reside outside the United States, and some or all of its assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against GBGI or its officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue GBGI or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.

Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, the Offer 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 and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

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

The Offer will be subject to the applicable requirements of the Guernsey Companies Law, the Court (as a result of GBGI being incorporated in Guernsey) and the GFSC (as a result of members of the GBGI Group being licensed pursuant to the Guernsey IB Law), together with the applicable requirements of the Code, the Panel, the London Stock Exchange and the AIM Rules.

Forward looking statements

This Announcement contains statements about Bidco and GBGI that are or may be forward looking statements. These statements are based on the current expectations of the management of Bidco and GBGI and are naturally subject to uncertainty and changes in circumstances. All statements, including the expected timing and scope of the Offer, 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", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects", "strategy" 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 Bidco's or GBGI's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Bidco's or GBGI's business.

Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results and developments to differ materially from those projected or implied in any forward looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in political and economic conditions, changes in laws or the enforcement or interpretation thereof, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations or interest and exchange rates, the outcome of any litigation. Other unknown or unpredictable factors could cause actual results to differ materially from those in the 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. Each of Bidco, Further Global and GBGI disclaims any obligation to update publicly or revise any forward looking or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.

No profit forecasts or estimates

Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per Bidco Share or GBGI Share for the current or future financial years, will necessarily match or exceed the historical published earnings per Bidco Share or GBGI Share.

Dealing and Opening Position Disclosure Requirements of the Code

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

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), on GBGI's website at www.gbg.com/#/AboutGBG/Investors and on Bidco's website at www.furtherglobal.com/Offer by no later than 12.00 noon (London time) on 17 December 2018 (being the business day following the date of this announcement) in accordance with Rule 26.1(a) of the Code. The content of the website referred to in this announcement is not incorporated into and does 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 copy of this announcement (and any information incorporated into it by reference to another source) in hard copy form free of charge. A person may request that all future documents, announcements and information sent to that person in relation to the Offer should be in hard copy form. Any request should be sent to Link Asset Services or by calling Link Asset Services on [phone] (calls outside the United Kingdom will be charged at the applicable international rate). Lines are open 9:00 a.m. (London time) - 5:30 p.m., Monday to Friday (excluding public holidays in England and Wales).

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

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(END) Dow Jones Newswires

December 14, 2018 08:17 ET (13:17 GMT)