Aldermore Group PLC Results of shareholder meetings

Date : 12/08/2017 @ 11:38AM
Source : UK Regulatory (RNS & others)
Stock : Aldermore (ALD)
Quote : 312.4  0.0 (0.00%) @ 1:39AM
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Aldermore Group PLC Results of shareholder meetings

Aldermore (LSE:ALD)
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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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(END) Dow Jones Newswires

December 08, 2017 11:38 ET (16:38 GMT)

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