TIDMALG TIDMSTOB
RNS Number : 7089I
Autologic Holdings PLC
27 July 2012
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
27 July 2012
RECOMMENDED CASH OFFER
for
AUTOLOGIC HOLDINGS PLC
by
STOBART HOLDINGS LIMITED
(a wholly owned subsidiary of Stobart Group Limited)
TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26
OF THE COMPANIES ACT 2006
Approval of Scheme of Arrangement at Court Meeting and General
Meeting
On 18 June 2012, Stobart Group Limited ("Stobart") and Autologic
Holdings plc ("Autologic") announced that they had reached
agreement on the terms of a recommended cash offer pursuant to
which Stobart Holdings Limited ("Stobart Holdings"), a wholly owned
subsidiary of Stobart, will acquire the entire issued and to be
issued ordinary share capital of Autologic by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Transaction"). A Scheme Circular containing,
amongst other things, notices of the Court Meeting and the General
Meeting, details of the Scheme and setting out the terms and
conditions of the Transaction was posted to Autologic Shareholders
on 2 July 2012.
The Directors of Autologic are pleased to announce that all the
resolutions proposed at the Court Meeting and the General Meeting
held earlier today were duly passed.
Court Meeting
The resolution to approve the Scheme proposed at the Court
Meeting was decided on a poll and the resolution was passed. The
result of the poll was as follows:-
Number of Scheme As % of Scheme As % of total
Shares voted Shares voted Scheme Shares
For 45,131,683 99.0% 72.5%
Against 466,991 1.0% 0.8%
Of a total of 101 Scheme Shareholders who voted at the Court
Meeting (in person or by proxy), 81 (approximately 80.2% per cent.
in number) voted for and 20 (approximately 19.8% per cent. in
number) voted against the resolution to approve the Scheme.
General Meeting
The special resolution to authorise the Directors to take
actions necessary to effect the Scheme, to reduce the capital of
the Company, to authorise the issue and allotment of new shares by
capitalising the reserve arising from the reduction and to approve
the amendment to the Company's articles of association (by the
adoption of a new article 2.8 - 'Scheme of Arrangement') was
decided on a poll and the resolution was duly passed. The result of
the poll was as follows:-
Number of shares As % of shares As % of total
voted voted issued shares
For 45,124,697 99.3% 72.5%
Against 315,200 0.7% 0.5%
Of a total of 91 shareholders who voted at the General Meeting
(in person or by proxy), 79 (approximately 86.8 per cent. in
number) voted for and 12 (approximately 13.2 per cent. in number)
voted against the special resolution.
Timetable
The expected timetable for the Transaction remains as set out on
page 9 of the Scheme Circular. In order for the Scheme to become
effective in accordance with its terms, the Court must now confirm
the Reduction of Capital at the Court hearing which is scheduled to
take place on 9 August 2012. It is expected that the Scheme will
become effective on 10 August 2012.
Suspension and Cancellation of trading in Autologic Shares on
AIM
Prior to the Scheme becoming effective, Autologic will make an
application to the London Stock Exchange for the cancellation of
the Autologic Shares from trading on AIM. Accordingly, it is
expected that trading in the Autologic Shares on AIM will be
suspended at 7.30 a.m. (London time) on 9 August 2012 and that, if
the Scheme is sanctioned by the Court and the other conditions to
the Scheme and the Transaction (other than delivery of the Court
Order to the Registrar of Companies in England and Wales) are
satisfied or waived, the admission of the Autologic Shares to
trading on AIM will be cancelled at 8.00 a.m. (London time) on 13
August 2012. The last day for dealings in, and for registration of
transfers in Autologic Shares will therefore be 8 August 2012.
Unless the context otherwise requires, terms defined in the
Scheme Circular shall have the same meaning in this
announcement.
Enquiries
Autologic Holdings PLC T: 01604 664458
Avril Palmer-Baunack, CEO T: 020 7523 8000
Canaccord Genuity Limited
Bruce Garrow
Ross Allister
Biddicks T: 020 3178 6378
Katie Tzouliadis
Sophie McNulty
Stobart Group Limited T: 01925 605 400
Rodney Baker-Bates, Non-executive Chairman
Square 1 Consulting T: 020 7929 5599
David Bick
Mark Longson
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 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 8.3.2. Effective 19 September 2011, 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 +44 (0)20 7638 0129 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
END
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