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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Prostrakan | LSE:PSK | London | Ordinary Share | GB00B09STF21 | ORD 5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 129.625 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMPSK
RNS Number : 0227E
ProStrakan Group plc
31 March 2011
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
31 March 2011
Recommended cash acquisition of ProStrakan Group plc by Kyowa Hakko Kirin Co., Ltd.
Results of Court Meeting and General Meeting
On 21 February 2011, the boards of Kyowa Hakko Kirin Co., Ltd. ("KHK") and ProStrakan Group plc ("ProStrakan") announced that they had reached agreement on the terms of a recommended cash acquisition by KHK of the entire issued and to be issued share capital of ProStrakan (the "Acquisition"), to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
ProStrakan is pleased to announce that, at the Court Meeting and General Meeting held earlier today, all resolutions proposed in relation to the Scheme were approved by the necessary majorities. Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the Scheme Document dated 8 March 2011.
Voting results
The voting results in relation to the Court Meeting and the General Meeting are summarised below:
COURT MEETING
At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.97% by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme (representing 84.47% of the total Scheme Shares). The resolution to approve the Scheme was conducted by way of a poll and the results were as follows:
Percentage Number of Percentage of Numbers of of Scheme Scheme Scheme Scheme Shares Shares voted Shareholders Shareholders voted (%) who voted who voted (%) FOR 172,571,646 99.97 263 96.34 AGAINST 57,860 0.03 10 3.66
Accordingly, the resolution proposed at the Court Meeting was duly passed.
GENERAL MEETING
At the General Meeting, the voting on the Special Resolution to approve other associated matters necessary to implement the Scheme was taken on a poll and the results were as follows:
Numbers of ProStrakan Percentage of ProStrakan Shares voted Shares voted (%) FOR 173,354,090 99.97 AGAINST 57,860 0.03 VOTE WITHHELD 2,047 0.00
A vote 'withheld' is not a vote in law and accordingly is not counted in the calculation of the proportion of votes for and against the Special Resolution. Accordingly, the special Resolution proposed at the General Meeting was duly passed.
Next steps
Completion of the Acquisition remains subject to the satisfaction or, if permitted, waiver of the remaining Conditions of the Scheme set out in the Scheme Document, including the Court sanctioning the Scheme and confirming the Capital Reduction at the Scheme Court Hearing which is expected to take place on 20 April 2011.
It is expected that the listing of and dealings in ProStrakan Shares will be suspended with effect from 6.00 p.m. on 19 April 2011 and the Scheme will become effective on 21 April 2011 and the listing of ProStrakan Shares will be cancelled with effect from 8.00 a.m. on 21 April 2011. If any of the expected dates change, ProStrakan will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a Regulatory Information Service.
A copy of the Special Resolution passed at the General Meeting has been submitted to the National Storage Mechanism at www.hemscott.com/nsm.do.
Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document posted to ProStrakan Shareholders on 8 March 2011.
This announcement will be made available on the ProStrakan website at www.prostrakan.com
Enquiries
ProStrakan Group plc Telephone:+44 1896 Peter Allen, Chairman and Acting Chief 64000 Executive Allan Watson, Chief Financial Officer Callum Spreng, Corporate Communications J.P. Morgan Cazenove Telephone:+44 20 7742 (Lead Financial Adviser and Joint Corporate 4000 Broker to ProStrakan) John Muncey Dwayne Lysaght Gina Gibson Numis Securities Limited Telephone:+44 20 7260 (Rule 3 Adviser and Joint Corporate 1000 Broker to ProStrakan) Michael Meade James Black Kyowa Hakko Kirin Co., Ltd. Telephone: +81 3 3282 Tetsuro Kuga, General Manager, Corporate 0009 Communications Yasuhiro Yamamoto, Corporate Communications Bank of America Merrill Lynch Telephone: +81 3 6225 (Sole Financial Adviser and Corporate 7000 Broker to KHK) Telephone:+44 20 7996 Tokyo 1000 Akihiko Manaka Isana Endo London Rupert Hill Glenn Rewick
J.P. Morgan plc, which operates its investment banking business in the United Kingdom under the name J.P. Morgan Cazenove and which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ProStrakan and no one else in connection with the Acquisition and will not be responsible to anyone other than ProStrakan for providing the protections afforded to clients of J.P. Morgan plc or for providing advice in connection with the Acquisition or any matter referred to in this announcement.
Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ProStrakan and no-one else in connection with the Acquisition and will not be responsible to anyone other than ProStrakan for providing the protections afforded to clients of Numis Securities Limited or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.
Bank of America Merrill Lynch is acting exclusively for KHK and no-one else in connection with the Acquisition and will not be responsible to anyone other than KHK for providing the protections afforded to clients of Bank of America Merrill Lynch or for providing advice in relation to the Acquisition or any other matter referred to in this announcement.
This announcement is not intended to, and does not, constitute or form part of an offer to sell, or otherwise dispose of, or constitute an invitation or the solicitation of an offer to purchase, subscribe for or otherwise acquire any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of ProStrakan in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition.
This announcement has been prepared for the purpose of complying with English and Scots law, the Listing Rules, the rules of the London Stock Exchange and the Takeover 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 the United Kingdom. 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 who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Shareholders in the United States should note that the Scheme relates to the shares of a company incorporated in Scotland and will be governed by Scots law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices and procedures applicable to schemes of arrangement under Scots Law, which differ from the disclosure and procedural requirements of the US proxy solicitation rules and tender offer rules.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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