TIDMINB
RNS Number : 4308O
Interbulk Group PLC
08 February 2016
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.
FOR IMMEDIATE RELEASE
8 February 2016
RECOMMENDED CASH ACQUISITION
of
INTERBULK GROUP PLC ("INTERBULK")
by
DEN HARTOGH HOLDING B.V. ("DEN HARTOGH")
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER PART
26 OF THE COMPANIES ACT 2006
Results of Court Meeting and General Meeting
The Board of InterBulk is pleased to announce that, at the Court
Meeting and the General Meeting held earlier today in connection
with the recommended cash acquisition by Den Hartogh of the entire
issued share capital of InterBulk, to be effected by way of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"), shareholders voted to:
-- approve the Scheme by the necessary majority at the Court Meeting;
-- pass the special resolution proposed at the General Meeting
to give the directors authority to implement the Scheme and to
alter the Company's Articles of Association; and
-- pass the ordinary resolution proposed at the General Meeting
to approve certain management performance bonuses as set out in the
Scheme Circular (as defined below).
Details and the full text of these resolutions passed are set
out in the notices of the Court Meeting and General Meeting
contained in the scheme circular dated 15 January 2016 sent or made
available to Scheme Shareholders (the "Scheme Circular").
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Circular. All percentages have been rounded to
two decimal places.
The number of InterBulk Shares in issue at 6.00 p.m. on 6
February 2016, being the Scheme Record Time, was 467,892,041.
Voting results of the Court Meeting
At the Court Meeting, the Scheme was approved by the requisite
majority of the Scheme Shareholders who voted (either in person or
proxy) on a poll vote representing over 75 per cent. of the Scheme
Shares held or represented by such Scheme Shareholders (which
effectively comprises all InterBulk Shares (467,892,041), as
defined in the Scheme but excluding the 30,803,088 InterBulk Shares
held by Den Hartogh (representing approximately 6.58 per cent. of
the InterBulk Shares)). The percentage of total Scheme Shares
(including the 30,803,088 InterBulk Shares held by Den Hartogh)
represented by the shareholders who voted in favour of the
resolution to approve the Scheme at the Court Meeting was 84.35%,
and the percentage of total Scheme Shares who voted against was
nil. The details of the votes cast at the Court Meeting were as
follows:
Resolution Scheme Shareholders Scheme Shareholders Eligible Scheme Eligible Scheme
Voting For Voting Against Shares Voted For Shares Voted
Against
------------ ---------------------- ---------------------- -------------------- ------------------
Number % Number % Number % Number %
------------ ------------- ------- ------------- ------- -------------- ---- ----------- -----
Approval
of Scheme 54 100 nil nil 394,670,555 100 nil nil
------------ ------------- ------- ------------- ------- -------------- ---- ----------- -----
Voting results of the General Meeting
At the General Meeting, the special resolution to approve the
Scheme and the ordinary resolution to approve the Management
Performance Bonuses were passed by the requisite majority taken on
a show of hands. In respect of the ordinary resolution to approve
the Management Performance Bonuses, Scott Cunningham did not vote
in respect of his own beneficial shareholding amounting, in
aggregate, to 371,511 InterBulk Shares (representing approximately
0.08 per cent. of the InterBulk Shares) and, therefore, the total
number of InterBulk Shares eligible to vote on the ordinary
resolution at the General Meeting was 467,520,530. The results of
the proxies received in relation to the General Meeting on the
special resolution and the ordinary resolution were as follows:
Resolution Number of Proxy Votes Proxy Proxy Votes
shares in For* Votes Withheld**
respect of Against
which valid
Proxies received
-------------------- ------------------ ------------ --------- ------------
Approval
of implementation
of Scheme
and amendments
to articles 426,827,343 426,823,343 4,000 nil
-------------------- ------------------ ------------ --------- ------------
Approval
of Management
Performance
Bonuses 426,827,343 426,536,276 136,871 154,196
-------------------- ------------------ ------------ --------- ------------
Notes:
(1) * The 'For' vote includes votes received where Chairman has
a discretion
(2) **A vote 'Withheld' is not a vote in law and is not counted
towards the proportion of votes 'For' or 'Against' a
resolution.
Effective Date and Timetable
Completion of the Transaction remains subject to satisfaction
or, if capable of waiver, waiver of the other Conditions set out in
the Scheme Circular including the sanction of the Scheme by the
Court and the delivery of a copy of the Court Order to the
Registrar of Companies.
The expected timetable of principal events for the
implementation of the Scheme is set out in the Scheme Circular.
It is currently expected that the Court Hearing to sanction the
Scheme will take place on 7 March 2016.
Subject to the Scheme receiving the sanction of the Court and
the satisfaction or waiver of the other Conditions, the Effective
Date of the Scheme is expected to be 2-5 days after the sanction of
the Court with cheques being despatched or settlement through CREST
occurring within 14 days of the Effective Date.
As announced by InterBulk on 15 January 2016, InterBulk has
applied to the London Stock Exchange for trading in InterBulk
Shares on AIM to be suspended with effect from 7.30 a.m. (London
time) on 7 March 2016.
InterBulk has also made an application to the London Stock
Exchange for the cancellation of the admission to trading on AIM
of, and cessation of dealings in, InterBulk Shares, in each case to
be effective from 7.00 a.m. (London time) on the business day
following the Effective Date.
If any of the key dates set out in the expected timetable of
principal events change, InterBulk will give notice of this change
by issuing an announcement through a Regulatory Information
Service. Such announcement will, subject to certain restrictions,
also be available on InterBulk's website at
http://www.interbulkgroup.com/home.
Subject to certain restrictions, a copy of this announcement
will also be available on InterBulk's website at
http://www.interbulkgroup.com/home.
Enquiries:
InterBulk Group plc
Scott Cunningham +44 (0) 1355 575000
PwC (Financial Adviser to InterBulk)
David Leslie +44 (0) 141 355 4000
Stockdale Securities Limited (Rule 3 Adviser, NOMAD and Broker
to InterBulk)
Tom Griffiths / David Coaten +44 (0) 20 7601 6100
Buchanan (Public Relations Adviser to InterBulk)
Charles Ryland / Gabriella Clinkard +44 (0) 20 7466 5000
IMPORTANT NOTICES
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer to
sell or subscribe for, or any invitation to purchase or subscribe
for any securities, or the solicitation of any vote or approval in
any jurisdiction pursuant to the Transaction or otherwise. The
Transaction will be made solely pursuant to the terms of the Scheme
Circular, which will contain the full terms and conditions of the
Transaction, including details of how to vote in respect of the
Transaction. Any decision in respect of, or other response to, the
Transaction should be made only on the basis of the information
contained in the Scheme Circular.
This announcement does not constitute a prospectus or prospectus
equivalent document.
PwC, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for
InterBulk and no one else in connection with the Transaction and
will not be responsible to anyone other than InterBulk for
providing the protections afforded to clients of PwC or for
providing advice in relation to the Transaction or any other
matters referred to in this announcement.
Stockdale, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
InterBulk and no one else in connection with the Transaction and
will not be responsible to anyone other than InterBulk for
providing the protections afforded to clients of Stockdale or for
providing advice in relation to the Transaction or any other
matters referred to in this announcement.
Overseas Shareholders
February 08, 2016 11:42 ET (16:42 GMT)
(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 p.m. (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. 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 Panel's Market Surveillance Unit on +44 (0) 20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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