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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Interbulk Grp | LSE:INB | London | Ordinary Share | GB00B0X91T99 | 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% | 8.875 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMINB
RNS Number : 4308O
Interbulk Group PLC
08 February 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
8 February 2016
RECOMMENDED CASH ACQUISITION
of
INTERBULK GROUP PLC ("INTERBULK")
by
DEN HARTOGH HOLDING B.V. ("DEN HARTOGH")
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006
Results of Court Meeting and General Meeting
The Board of InterBulk is pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the recommended cash acquisition by Den Hartogh of the entire issued share capital of InterBulk, to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), shareholders voted to:
-- approve the Scheme by the necessary majority at the Court Meeting;
-- pass the special resolution proposed at the General Meeting to give the directors authority to implement the Scheme and to alter the Company's Articles of Association; and
-- pass the ordinary resolution proposed at the General Meeting to approve certain management performance bonuses as set out in the Scheme Circular (as defined below).
Details and the full text of these resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme circular dated 15 January 2016 sent or made available to Scheme Shareholders (the "Scheme Circular").
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 Circular. All percentages have been rounded to two decimal places.
The number of InterBulk Shares in issue at 6.00 p.m. on 6 February 2016, being the Scheme Record Time, was 467,892,041.
Voting results of the Court Meeting
At the Court Meeting, the Scheme was approved by the requisite majority of the Scheme Shareholders who voted (either in person or proxy) on a poll vote representing over 75 per cent. of the Scheme Shares held or represented by such Scheme Shareholders (which effectively comprises all InterBulk Shares (467,892,041), as defined in the Scheme but excluding the 30,803,088 InterBulk Shares held by Den Hartogh (representing approximately 6.58 per cent. of the InterBulk Shares)). The percentage of total Scheme Shares (including the 30,803,088 InterBulk Shares held by Den Hartogh) represented by the shareholders who voted in favour of the resolution to approve the Scheme at the Court Meeting was 84.35%, and the percentage of total Scheme Shares who voted against was nil. The details of the votes cast at the Court Meeting were as follows:
Resolution Scheme Shareholders Scheme Shareholders Eligible Scheme Eligible Scheme Voting For Voting Against Shares Voted For Shares Voted Against ------------ ---------------------- ---------------------- -------------------- ------------------ Number % Number % Number % Number % ------------ ------------- ------- ------------- ------- -------------- ---- ----------- ----- Approval of Scheme 54 100 nil nil 394,670,555 100 nil nil ------------ ------------- ------- ------------- ------- -------------- ---- ----------- -----
Voting results of the General Meeting
At the General Meeting, the special resolution to approve the Scheme and the ordinary resolution to approve the Management Performance Bonuses were passed by the requisite majority taken on a show of hands. In respect of the ordinary resolution to approve the Management Performance Bonuses, Scott Cunningham did not vote in respect of his own beneficial shareholding amounting, in aggregate, to 371,511 InterBulk Shares (representing approximately 0.08 per cent. of the InterBulk Shares) and, therefore, the total number of InterBulk Shares eligible to vote on the ordinary resolution at the General Meeting was 467,520,530. The results of the proxies received in relation to the General Meeting on the special resolution and the ordinary resolution were as follows:
Resolution Number of Proxy Votes Proxy Proxy Votes shares in For* Votes Withheld** respect of Against which valid Proxies received -------------------- ------------------ ------------ --------- ------------ Approval of implementation of Scheme and amendments to articles 426,827,343 426,823,343 4,000 nil -------------------- ------------------ ------------ --------- ------------ Approval of Management Performance Bonuses 426,827,343 426,536,276 136,871 154,196 -------------------- ------------------ ------------ --------- ------------
Notes:
(1) * The 'For' vote includes votes received where Chairman has a discretion
(2) **A vote 'Withheld' is not a vote in law and is not counted towards the proportion of votes 'For' or 'Against' a resolution.
Effective Date and Timetable
Completion of the Transaction remains subject to satisfaction or, if capable of waiver, waiver of the other Conditions set out in the Scheme Circular including the sanction of the Scheme by the Court and the delivery of a copy of the Court Order to the Registrar of Companies.
The expected timetable of principal events for the implementation of the Scheme is set out in the Scheme Circular.
It is currently expected that the Court Hearing to sanction the Scheme will take place on 7 March 2016.
Subject to the Scheme receiving the sanction of the Court and the satisfaction or waiver of the other Conditions, the Effective Date of the Scheme is expected to be 2-5 days after the sanction of the Court with cheques being despatched or settlement through CREST occurring within 14 days of the Effective Date.
As announced by InterBulk on 15 January 2016, InterBulk has applied to the London Stock Exchange for trading in InterBulk Shares on AIM to be suspended with effect from 7.30 a.m. (London time) on 7 March 2016.
InterBulk has also made an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of, and cessation of dealings in, InterBulk Shares, in each case to be effective from 7.00 a.m. (London time) on the business day following the Effective Date.
If any of the key dates set out in the expected timetable of principal events change, InterBulk will give notice of this change by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions, also be available on InterBulk's website at http://www.interbulkgroup.com/home.
Subject to certain restrictions, a copy of this announcement will also be available on InterBulk's website at http://www.interbulkgroup.com/home.
Enquiries:
InterBulk Group plc
Scott Cunningham +44 (0) 1355 575000
PwC (Financial Adviser to InterBulk)
David Leslie +44 (0) 141 355 4000
Stockdale Securities Limited (Rule 3 Adviser, NOMAD and Broker to InterBulk)
Tom Griffiths / David Coaten +44 (0) 20 7601 6100
Buchanan (Public Relations Adviser to InterBulk)
Charles Ryland / Gabriella Clinkard +44 (0) 20 7466 5000
IMPORTANT NOTICES
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer to sell or subscribe for, or any invitation to purchase or subscribe for any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise. The Transaction will be made solely pursuant to the terms of the Scheme Circular, which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction. Any decision in respect of, or other response to, the Transaction should be made only on the basis of the information contained in the Scheme Circular.
This announcement does not constitute a prospectus or prospectus equivalent document.
PwC, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for InterBulk and no one else in connection with the Transaction and will not be responsible to anyone other than InterBulk for providing the protections afforded to clients of PwC or for providing advice in relation to the Transaction or any other matters referred to in this announcement.
Stockdale, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for InterBulk and no one else in connection with the Transaction and will not be responsible to anyone other than InterBulk for providing the protections afforded to clients of Stockdale or for providing advice in relation to the Transaction or any other matters referred to in this announcement.
Overseas Shareholders
February 08, 2016 11:42 ET (16:42 GMT)
(i) the offeree company and (ii) any securities exchange 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 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. 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
MSCFMGGZVRRGVZM
(END) Dow Jones Newswires
February 08, 2016 11:42 ET (16:42 GMT)
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