TIDMMAYA
RNS Number : 4694H
MayAir Group PLC
12 March 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
12 March 2018
RECOMMED GBP50 MILLION ACQUISITION
of
MAYAIR GROUP PLC
by
POLY GLORIOUS INVESTMENT COMPANY LIMITED
intended to be effected by means of a scheme of arrangement
under Article 125 of the Companies (Jersey) Law 1991
Result of Court Meetings and General Meeting
MayAir Group plc ("MayAir") is pleased to announce that, in
connection with the recommended acquisition of the entire issued
and to be issued ordinary share capital of MayAir by Poly Glorious
Investment Company Limited, the Resolutions to approve the Scheme
were passed by Management Shareholders at the Court Meeting for
Management Shareholders and by Non-Management Shareholders at the
Court Meeting for Non-Management Shareholders by the requisite
majority of Shareholders at each Court Meeting. In addition, all of
the Resolutions proposed at the General Meeting were passed by
Scheme Shareholders, on the terms set out in the notice of each
meeting.
Full details of the Scheme are set out in the Scheme Document
dated 16 February 2018. Capitalised terms and expressions used in
this announcement have the same meanings as set out in the Scheme
Document.
Court Meeting for Management Shareholders
At the Court Meeting for Management Shareholders convened in
accordance with the Court Order dated 14 February 2018, the
resolution to approve the Scheme was duly passed on a poll by a
majority in number of Management Shareholders present and voting
(and entitled to vote) in person or by proxy, representing 100 per
cent. of the voting rights held by such Management Shareholders.
Details of the votes cast were as follows:
Number of Percentage Number of Percentage
Management of Management Scheme Shares of eligible
Shareholders Shareholders voted Scheme Shares
who voted who voted voted (%)
(%)
--------- -------------- --------------- --------------- ---------------
For 6 100 9,184,050 100
--------- -------------- --------------- --------------- ---------------
Against - - - -
--------- -------------- --------------- --------------- ---------------
Total 6 100 9,184,050 100
--------- -------------- --------------- --------------- ---------------
Court Meeting for Non-Management Shareholders
At the Court Meeting for Non-Management Shareholders convened in
accordance with the Court Order dated 14 February 2018, the
resolution to approve the Scheme was duly passed on a poll by a
majority in number of Non-Management Shareholders present and
voting (and entitled to vote) in person or by proxy, representing
83.42 per cent. of the voting rights held by such Non-Management
Shareholders. Details of the votes cast were as follows:
Number of Percentage Number of Percentage
Non-Management of Non-Management Scheme Shares of eligible
Shareholders Shareholders voted Scheme Shares
who voted who voted voted (%)
(%)
--------- ---------------- ------------------- --------------- ---------------
For 25 99.99 27,342,683 83.42
--------- ---------------- ------------------- --------------- ---------------
Against 2 0.01 965 0.01
--------- ---------------- ------------------- --------------- ---------------
Total 27 100.00 27,343,648 83.43
--------- ---------------- ------------------- --------------- ---------------
General Meeting
At the General Meeting, the following Resolutions were
proposed:
-- Resolution 1, a special resolution to approve: (i) giving the
Board the authority to take all necessary action to carry the
Scheme into effect; (ii) reclassifying the MayAir Shares held by
Management Shareholders as Class B ordinary shares of no par value
in the Company; and (iii) amending the Articles (as described in
the Notice of General Meeting in Part IX of the Scheme
Document)
-- Resolution 2, an ordinary resolution to approve the
Management Shareholder Consideration (as summarised in Part II of
the Scheme Document)
-- Resolution 3, a special resolution to approve the
re-registration of the Company from a public limited company to a
private limited company.
A poll was conducted on the resolutions and the results are
detailed below:
Resolution 1 - Special resolution
-------------------------------------------
Number of Percentage of
MayAir Shares MayAir Shares
voted voted (%)
--------- --------------- ---------------
For 36,243,795 99.99
--------- --------------- ---------------
Against 229 0.01
--------- --------------- ---------------
Total 36,244,024 100.00
--------- --------------- ---------------
Resolution 2 - Ordinary resolution
-------------------------------------------
Number of Percentage of
MayAir Shares MayAir Shares
voted voted(1) (%)
--------- --------------- ---------------
For 11,334,495 99.99
--------- --------------- ---------------
Against 229 0.01
--------- --------------- ---------------
Total 11,334,724 100.00
--------- --------------- ---------------
Resolution 3 - Special resolution
-------------------------------------------
Number of Percentage of
MayAir Shares MayAir Shares
voted voted (%)(2)
--------- --------------- ---------------
For 36,243,795 99.99
--------- --------------- ---------------
Against 229 0.01
--------- --------------- ---------------
Total 36,244,024 100.00
--------- --------------- ---------------
Notes:
(1) The Management Shareholders and the members of the Concert
Party had irrevocably undertaken not to vote (and to take all
reasonable steps to ensure that none of their associates voted) on
the Management Shareholder Consideration Resolution. The number of
MayAir Shares eligible to vote on resolution 2 was 17,051,200.
Effective date and timetable
Completion of the Acquisition remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
Conditions, including the sanction of the Royal Court of Jersey at
the Court Hearing which is anticipated to take place on 19 March
2018. A full list of Conditions to the implementation of the
Acquisition is included in the Scheme Document published on 16
February 2018.
An application has been made to disable in CREST dealings in
MayAir Shares and to suspend trading in MayAir Shares on AIM. The
disablement in CREST is expected to occur with effect from 6:00
p.m. on 16 March 2018 and the suspension from 7:30 a.m. on 19 March
2018.
An application has also been made for the cancellation of
admission to trading of MayAir Shares, conditional on Court
sanction of the Scheme and the Scheme becoming effective. Such
cancellation is expected to occur with effect from 7:00 a.m. on 20
March 2018.
Other
The Company remains in an "Offer Period" as defined in the Code.
Accordingly, the dealing disclosure requirements listed below will
apply.
Enquiries:
MayAir Group plc
Yap Wee Keong, Chief Executive Tel: +60 3 8961
Officer 2908
Koh Tat Seng, Chief Financial www.mayairgroup.com
Officer
Allenby Capital Limited (Nominated Tel: +44 (0)
Adviser and Financial Adviser) 20 3328 5656
David Hart / David Worlidge / www.allenbycapital.com
James Reeve
Cantor Fitzgerald Europe (Broker) Tel: +44 (0)
20 7894 7000
Andrew Craig / Richard Salmond www.cantor.com
Buchanan
Henry Harrison-Topham / Victoria Tel: +44 (0)
Hayns / Gemma Mostyn-Owen 20 7466 5000
MayAir@buchanan.uk.com www.buchanan.uk.com
IMPORTANT NOTICES
Allenby Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser and nominated adviser to MayAir
and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than
MayAir for providing the protections afforded to clients of
Allenby, or for providing advice in connection with the Acquisition
or any other matter referred to in this Announcement.
Cantor Fitzgerald Europe, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as broker to MayAir and no one else in connection with
the matters referred to in this Announcement and will not be
responsible to anyone other than MayAir for providing the
protections afforded to clients of Cantor Fitzgerald Europe, or for
providing advice in connection with the Acquisition or any other
matter referred to in this Announcement.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW.
The Offer is being made solely through the Scheme Document,
which contains the full terms and conditions of the Offer,
including details of how to vote in respect of the Offer. Any vote
in relation to the Offer should be made only on the basis of the
information contained in the Scheme Document. MayAir Shareholders
are advised to read the Scheme Document carefully.
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales, the laws of Jersey, the Code,
the Disclosure Guidance and Transparency Rules of the FCA, the AIM
Rules and the rules of the London Stock Exchange 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 England and Wales and
Jersey.
Overseas Shareholders
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 Jersey or who are subject to
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to overseas
shareholders are contained in the Scheme Document.
US investors in MayAir
The Acquisition relates to shares of a Jersey company and is
proposed to be effected by means of a scheme of arrangement under
the laws of Jersey. A transaction effected by means of a scheme of
arrangement is not subject to the proxy solicitation or tender
offer rules under the US Securities Exchange Act of 1934.
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the Jersey to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules.
Restricted Jurisdictions
Unless otherwise determined by Poly Glorious or required by the
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do
so would constitute a violation of the laws of that 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.
Copies of this Announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Acquisition to MayAir Shareholders who
are not resident in the United Kingdom or Jersey may be affected by
the laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom or Jersey should
inform themselves of, and observe, any applicable requirements.
Dealing Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of MayAir 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) MayAir 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 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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
MayAir 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 per cent. or more of any class of relevant
securities of MayAir or of any securities exchange offeror(s) must
make a Dealing Disclosure if the person deals in any relevant
securities of MayAir 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)
MayAir and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
of the Code 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 MayAir or a securities exchange
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by MayAir and by
any offeror and Dealing Disclosures must also be made by MayAir, by
any offeror(s) and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4 of the Code).
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 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.
Information relating to MayAir Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by MayAir Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from MayAir may be provided to Poly Glorious during
the offer period as requested under Section 4 of Appendix 4 of the
Code to comply with Rule 2.12(c).
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMFKBDBABKDOND
(END) Dow Jones Newswires
March 12, 2018 12:29 ET (16:29 GMT)
Mayair Grp (LSE:MAYA)
Historical Stock Chart
From Apr 2024 to May 2024
Mayair Grp (LSE:MAYA)
Historical Stock Chart
From May 2023 to May 2024
