TIDMALD
RNS Number : 8764Y
Aldermore Group PLC
08 December 2017
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
8 December 2017
RECOMMENDED CASH OFFER
for
Aldermore Group PLC
by
FirstRand International Limited, a wholly-owned subsidiary of
FirstRand Limited
RESULTS OF SHAREHOLDER MEETINGS
Aldermore Group PLC ("Aldermore" or the "Company") is pleased to
announce that at a Court Meeting and General Meeting of Aldermore
Shareholders held earlier today in connection with the recommended
acquisition of Aldermore by FirstRand International Limited
("FirstRand Offeror"), a wholly-owned subsidiary of FirstRand
Limited, to be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme"),
all the resolutions proposed were duly passed. Full details of the
resolutions are set out in the notices of the Court Meeting and
General Meeting contained in the circular to Shareholders dated 13
November 2017 (the "Scheme Document").
At the Court Meeting, a majority in number of Scheme
Shareholders, who voted (either in person or by proxy) and who
together represented over 75% by value of the votes cast, voted in
favour of the resolution to approve the Scheme. The resolution was
accordingly passed. At the General Meeting, the Special Resolution
to provide for the implementation of the Scheme was also passed by
the requisite majority.
COURT MEETING The voting on the resolution to approve the Scheme
was taken on a poll and the results were as follows:
Number of Scheme Shareholders voting: For: 184 (95.83%) Against:
8 (4.17%)
Number of votes: For: 203,795,362 (99.97%) Against: 52,979
(0.03%)
Percentage of eligible Scheme Shares voted: For: 59.08% Against:
0.02%
GENERAL MEETING The voting on the Special Resolution to provide
for the implementation of the Scheme was taken on a poll and the
results were as follows:
Number of votes: For: 204,042,837 (99.98%) Against: 49,098
(0.02%) Withheld: 799,295
Completion of the acquisition remains subject to the
satisfaction or waiver of the other Conditions set out in the
Scheme Document, including the Court sanctioning the Scheme at the
Court hearing which is expected to take place in the first quarter
of 2018.
A copy of the special resolution passed at the General Meeting
has been submitted to the Financial Conduct Authority and will
shortly be available for inspection on the National Storage
Mechanism at www.morningstar.co.uk/uk/NSM/.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document.
Enquiries:
Aldermore
Martin Adams, Director of Investor Tel: +44 (0)
Relations 20 8185 3108
J.P. Morgan Cazenove (Joint Lead Tel: +44 (0)
Financial Adviser and Broker) 20 7742 4000
Laurence Hollingworth / Mike
Collar / James Robinson
RBC Capital Markets (Joint Lead Tel: +44 (0)
Financial Adviser and Broker) 20 7653 4000
Oliver Hearsey / Kevin Smith
/ Daniel Werchola
Lazard (Financial Adviser) Tel: +44 (0)
William Rucker / Nick Millar 20 7187 2000
/ Mike Young
Media enquiries:
Aldermore Tel: +44 (0)
Holly Marshall, Director of Corporate 7557 391682
Affairs
Lansons Tel: +44 (0)
Tom Baldock 7860 101715
IMPORTANT NOTICES
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove, is authorised and regulated by
the Financial Conduct Authority in the United Kingdom. J.P. Morgan
Cazenove is acting exclusively as financial adviser to Aldermore
and no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters set out in this announcement and will not
be responsible to anyone other than Aldermore for providing the
protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, or for providing advice in relation to the contents of
this announcement or any other matter referred to herein.
RBC Europe Limited (trading as RBC Capital Markets), is
authorised in the United Kingdom by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom. RBC Capital
Markets is acting solely for Aldermore and no one else in
connection with the matters set out or referred to in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement, and will not be
responsible to anyone other than Aldermore for providing the
protections afforded to clients of RBC Capital Markets, or for
providing advice in connection with the matters referred to
herein.
Lazard & Co., Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
financial adviser to Aldermore and no one else in connection with
the matters referred to in this announcement and will not be
responsible to anyone other than Aldermore for providing the
protections afforded to clients of Lazard & Co., Limited nor
for providing advice in relation to the matters referred to in this
announcement. Neither Lazard & Co., Limited nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Lazard & Co., Limited in connection with this announcement,
any statement contained herein or otherwise.
Disclosure requirements of the Takeover Code (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 http://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 Takeover Panel's Market Surveillance Unit on +44
(0)20 7638 0129.
Publication on Website
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in restricted
jurisdictions on Aldermore's and FirstRand Limited's websites
(http://www.investors.aldermore.co.uk and
http://www.firstrand.za/InvestorCentre respectively) by no later
than 12 noon (London time) on 11 December 2017. For the avoidance
of doubt, the contents of those websites are not incorporated and
do not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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