Invista Real Est Inv. Mgt Hldgs PLC Results of the Court Meetings and General Meeting (2051I)

TIDMINRE

RNS Number : 2051I

Invista Real Est Inv. Mgt Hldgs PLC

20 July 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 
 Press Release   20 July 2012 
 

RECOMMENDED CASH OFFER

for

Invista Real Estate Investment Management Holdings plc ("Invista")

by

Palmer Capital Investors (India) Limited ("Palmer Capital")

Results of the Court Meetings and General Meeting

The Board of Invista announces that the resolutions relating to the approval of the recommended acquisition of Invista by Palmer Capital were today passed by the requisite majorities at the Court Meetings and the special resolution to implement the Scheme was also passed by the requisite majority at the subsequent General Meeting. Unless otherwise defined, all capitalised terms shall have the same meaning as in the scheme document circulated to shareholders and dated 27 June 2012 (the "Scheme Document").

First Court Meeting

At the First Court Meeting, the resolution to approve the Scheme set out in the notice of the First Court Meeting was approved on a poll by a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.99 per cent. in value of the Scheme Shares held by Scheme Shareholders who so voted. Details of the votes cast were as follows:

 
            Number of       Percentage      Number of       Percentage      Number of 
             Scheme          of              Scheme          of Scheme       Scheme Shares 
             Shares voted    Scheme          Shareholders    Shareholders    voted as 
                             Shares voted    voting          voting (%)      a percentage 
                             (%)                                             of the total 
                                                                             number of 
                                                                             Scheme Shares 
                                                                             held by Scheme 
                                                                             Shareholders 
                                                                             entitled 
                                                                             to vote on 
                                                                             the resolution 
                                                                             (%) 
---------  --------------  --------------  --------------  --------------  ---------------- 
 FOR        237,225,637     99.99           30              96.77           88.75 
---------  --------------  --------------  --------------  --------------  ---------------- 
 AGAINST    5,555           0.01            1               3.23            11.25 
---------  --------------  --------------  --------------  --------------  ---------------- 
 

Accordingly, the resolution proposed at the First Court Meeting was duly passed on a poll vote.

Second Court Meeting

At the Second Court Meeting, the resolution to approve the Scheme set out in the notice of the Second Court Meeting was approved on a poll by a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 100 per cent. in value of the Scheme Shares held by Scheme Shareholders who so voted. Details of the votes cast were as follows:

 
            Number of       Percentage      Number of       Percentage      Number of 
             Scheme          of              Scheme          of Scheme       Scheme Shares 
             Shares voted    Scheme          Shareholders    Shareholders    voted as 
                             Shares voted    voting          voting (%)      a percentage 
                             (%)                                             of the total 
                                                                             number of 
                                                                             Scheme Shares 
                                                                             held by Scheme 
                                                                             Shareholders 
                                                                             entitled 
                                                                             to vote on 
                                                                             the resolution 
                                                                             (%) 
---------  --------------  --------------  --------------  --------------  ---------------- 
 FOR        50,000          100             1               100             100 
---------  --------------  --------------  --------------  --------------  ---------------- 
 AGAINST    0               0               0               0               0 
---------  --------------  --------------  --------------  --------------  ---------------- 
 

Accordingly, the resolution proposed at the Second Court Meeting was duly passed on a poll vote.

General Meeting

At the General Meeting, the special resolution to approve the Scheme and provide for its implementation was duly passed on a poll. Details of the votes cast were as follows:

 
            Number of       Percentage      Number of       Percentage      Number of 
             Invista         of              Invista         of Invista      Invista Shares 
             Shares voted    Invista         Shareholders    Shareholders    voted as 
                             Shares voted    voting          voting (%)      a percentage 
                             (%)                                             of the total 
                                                                             number of 
                                                                             Invista Shares 
                                                                             held by Invista 
                                                                             Shareholders 
                                                                             entitled 
                                                                             to vote on 
                                                                             the resolution 
                                                                             (%) 
---------  --------------  --------------  --------------  --------------  ----------------- 
 FOR        237,228,794     99.99           31              96.88           88.75 
---------  --------------  --------------  --------------  --------------  ----------------- 
 AGAINST    5,555           0.01            1               3.125           11.25 
---------  --------------  --------------  --------------  --------------  ----------------- 
 

Next Steps

Implementation of the Scheme remains subject to the satisfaction of the remaining conditions set out in Part Three of the Scheme Document, including the sanction of the Scheme by the Court. The Scheme Court Hearing is expected to take place on 7 August 2012. It is expected that dealings in Invista Shares will be suspended at 7.30 a.m. on 9 August 2012 and the Scheme will become effective on 10 August 2012.

The dates stated above are indicative only. If any of the expected dates change, Invista will give notice of the change by issuing an announcement through a Regulatory Information Service (as defined in the Code).

- Ends -

For further information:

 
 Invista 
 Douglas Ferrans    [phone] 
 Guy Eastaugh [phone] 
 
 
 Canaccord Genuity Hawkpoint Limited 
  (Financial adviser to Invista) 
 Charles Williams                       [phone] 
 Edward Arkus                           [phone] 
 
 
 Canaccord Genuity Limited (Broker to Invista) 
 Roger Lambert                                    [phone] 
 Bruce Garrow                                     [phone] 
 
 
 FTI Consulting (Public relations adviser 
  to Invista) 
 Ed Gascoigne-Pees                           [phone] 
 
 
 Palmer Capital 
 Alex Price        [phone] 
 Ray Palmer        [phone] 
 
 
 Fenchurch Advisory Partners (Financial 
  adviser to Palmer Capital) 
 Richard Locke                             [phone] 
 Graham Marchant                           [phone] 
 

Canaccord Genuity Hawkpoint Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Invista and is acting for no-one else in connection with the Offer and will not be responsible to anyone other than Invista for providing the protections afforded to clients of Canaccord Genuity Hawkpoint Limited nor for providing advice in connection with the Offer or any other matter referred to in this document.

Fenchurch Advisory Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Palmer Capital and no one else in connection with the Offer and will not be responsible to anyone other than Palmer Capital for providing the protections afforded to customers of Fenchurch Advisory Partners nor for providing advice in relation to the Offer or any other matter referred to in this document.

Dealing 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 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 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 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 pm (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. 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.

This information is provided by RNS

The company news service from the London Stock Exchange

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