Swan(John) & Sons PLC Result of Court Meeting and General Meeting (0019A)

TIDMSWJ

RNS Number : 0019A

Swan(John) & Sons PLC

23 September 2015

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

FOR IMMEDIATE RELEASE

23 September, 2015

RECOMMENDED CASH ACQUISITION WITH SHARE ALTERNATIVE (SUBJECT TO SCALE-BACK)

FOR JOHN SWAN & SONS P.L.C.

by

H&H GROUP PLC

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

RESULT OF COURT MEETING AND JOHN SWAN GENERAL MEETING

The boards of John Swan and Sons P.L.C. ("John Swan") and H&H Group PLC ("H&H") are pleased to announce that, at the Court Meeting and the John Swan General Meeting held earlier today in connection with the recommended acquisition of John Swan by H&H, by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), all the resolutions proposed were duly passed by the requisite majorities.

Note that capitalised terms used in this announcement but not defined have the same meaning as in the Scheme Document (as defined below).

The voting results in relation to the Court Meeting and the John Swan General Meeting are summarised below.

COURT MEETING

At the Court Meeting, all Scheme Shareholders who voted (either in person or by proxy), representing 100 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast are as follows:

 
            Number       Percentage   Number          Percentage      Number 
             of Scheme    of Scheme    of Scheme       of Scheme       of Scheme 
             Shares       Shares       Shareholders    Shareholders    Shares 
             voted        voted        who voted       who voted       voted 
                          (%)                          (%)             as a percentage 
                                                                       of the 
                                                                       issued 
                                                                       share 
                                                                       capital 
                                                                       (%) 
---------  -----------  -----------  --------------  --------------  ----------------- 
 For        321,504      100%         180             100             52.8% 
---------  -----------  -----------  --------------  --------------  ----------------- 
 Against    NIL          NIL          NIL             NIL             NIL 
---------  -----------  -----------  --------------  --------------  ----------------- 
 Total      321,504      100%         180             100             52.8% 
---------  -----------  -----------  --------------  --------------  ----------------- 
 

100 per cent. of the total number of Scheme Shares voted were voted for the resolution to approve the Scheme.

Accordingly, the resolution proposed at the Court Meeting was duly passed.

JOHN SWAN GENERAL MEETING

At the John Swan General Meeting, the Special Resolution, as set out in the notice of the John Swan General Meeting contained in the scheme document published and posted to John Swan Shareholders on 26 August 2015 (the "Scheme Document") was duly passed on a poll vote, and the results are detailed as follows:

 
                  Number of       Percentage     Number of John 
                   John Swan       of John Swan   Swan Shares 
                   Shares voted    Shares voted   voted as a 
                                   (%)            percentage 
                                                  of the issued 
                                                  share capital 
                                                  (%) 
---------------  --------------  --------------  -------------- 
 For              304,740         100%           50.0% 
---------------  --------------  --------------  -------------- 
 Against          NIL             NIL            NIL 
---------------  --------------  --------------  -------------- 
 Vote withheld    NIL             NIL            NIL 
  (1) 
---------------  --------------  --------------  -------------- 
 

1. A vote "withheld" is not a vote in law and accordingly is not counted in the calculation of the proportion of the votes "For" and "Against" the Special Resolution.

100 per cent. of the total number of John Swan Shares voted were voted for the Special Resolution.

Next Steps

Completion of the Scheme remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing). The Court Hearing is expected to take place on 13 October 2015. Subject to the Conditions, as described above, the Scheme is expected to become effective on 14 October 2015. The expected timetable for the implementation of the Scheme is attached to this announcement.

This announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, John Swan's websites at www.johnswan.co.uk. You may request a hard copy of this announcement by contacting the Company Secretary of John Swan during business hours on 0131 225 4681 or by submitting a request in writing to the Company Secretary of John Swan at 6 St Colme Street, Edinburgh EH3 6AD.

Enquiries:

 
 John Swan and Sons plc       (via N+1 Singer) 
  Euan Fernie 
---------------------------  --------------------- 
 N+1 Singer (Rule 3 Adviser   Tel. [phone] 
  to John Swan)                3000 
  Sandy Fraser 
  Richard Salmond 
---------------------------  --------------------- 
 

Nplus1 Singer LLP ("N+1 Singer"), which is authorised and regulated by the Financial Conduct Authority, is acting for the Company as financial adviser and broker in relation to the Transaction and is not acting for any other person in relation to the Transaction. N+1 Singer will not be responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or the Transaction or any other arrangement referred to herein.

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 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 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, 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 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.

Overseas Shareholders

(MORE TO FOLLOW) Dow Jones Newswires

September 23, 2015 10:22 ET (14:22 GMT)