TIDMSWJ
RNS Number : 0019A
Swan(John) & Sons PLC
23 September 2015
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.
FOR IMMEDIATE RELEASE
23 September, 2015
RECOMMENDED CASH ACQUISITION WITH SHARE ALTERNATIVE (SUBJECT TO
SCALE-BACK)
FOR JOHN SWAN & SONS P.L.C.
by
H&H GROUP PLC
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
RESULT OF COURT MEETING AND JOHN SWAN GENERAL MEETING
The boards of John Swan and Sons P.L.C. ("John Swan") and
H&H Group PLC ("H&H") are pleased to announce that, at the
Court Meeting and the John Swan General Meeting held earlier today
in connection with the recommended acquisition of John Swan by
H&H, by way of a scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"), all the resolutions proposed
were duly passed by the requisite majorities.
Note that capitalised terms used in this announcement but not
defined have the same meaning as in the Scheme Document (as defined
below).
The voting results in relation to the Court Meeting and the John
Swan General Meeting are summarised below.
COURT MEETING
At the Court Meeting, all Scheme Shareholders who voted (either
in person or by proxy), representing 100 per cent. by value of
those Scheme Shares voted, voted in favour of the resolution to
approve the Scheme. The resolution proposed at the Court Meeting
was decided on a poll. Details of the votes cast are as
follows:
Number Percentage Number Percentage Number
of Scheme of Scheme of Scheme of Scheme of Scheme
Shares Shares Shareholders Shareholders Shares
voted voted who voted who voted voted
(%) (%) as a percentage
of the
issued
share
capital
(%)
--------- ----------- ----------- -------------- -------------- -----------------
For 321,504 100% 180 100 52.8%
--------- ----------- ----------- -------------- -------------- -----------------
Against NIL NIL NIL NIL NIL
--------- ----------- ----------- -------------- -------------- -----------------
Total 321,504 100% 180 100 52.8%
--------- ----------- ----------- -------------- -------------- -----------------
100 per cent. of the total number of Scheme Shares voted were
voted for the resolution to approve the Scheme.
Accordingly, the resolution proposed at the Court Meeting was
duly passed.
JOHN SWAN GENERAL MEETING
At the John Swan General Meeting, the Special Resolution, as set
out in the notice of the John Swan General Meeting contained in the
scheme document published and posted to John Swan Shareholders on
26 August 2015 (the "Scheme Document") was duly passed on a poll
vote, and the results are detailed as follows:
Number of Percentage Number of John
John Swan of John Swan Swan Shares
Shares voted Shares voted voted as a
(%) percentage
of the issued
share capital
(%)
--------------- -------------- -------------- --------------
For 304,740 100% 50.0%
--------------- -------------- -------------- --------------
Against NIL NIL NIL
--------------- -------------- -------------- --------------
Vote withheld NIL NIL NIL
(1)
--------------- -------------- -------------- --------------
1. A vote "withheld" is not a vote in law and accordingly is not
counted in the calculation of the proportion of the votes "For" and
"Against" the Special Resolution.
100 per cent. of the total number of John Swan Shares voted were
voted for the Special Resolution.
Next Steps
Completion of the Scheme remains subject to the satisfaction or
(where capable of being waived) waiver of the other Conditions set
out in the Scheme Document, including the Court sanctioning the
Scheme at the Court Hearing). The Court Hearing is expected to take
place on 13 October 2015. Subject to the Conditions, as described
above, the Scheme is expected to become effective on 14 October
2015. The expected timetable for the implementation of the Scheme
is attached to this announcement.
This announcement will be available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, John Swan's websites at www.johnswan.co.uk. You may
request a hard copy of this announcement by contacting the Company
Secretary of John Swan during business hours on 0131 225 4681 or by
submitting a request in writing to the Company Secretary of John
Swan at 6 St Colme Street, Edinburgh EH3 6AD.
Enquiries:
John Swan and Sons plc (via N+1 Singer)
Euan Fernie
--------------------------- ---------------------
N+1 Singer (Rule 3 Adviser Tel. +44 (0) 20 7496
to John Swan) 3000
Sandy Fraser
Richard Salmond
--------------------------- ---------------------
Nplus1 Singer LLP ("N+1 Singer"), which is authorised and
regulated by the Financial Conduct Authority, is acting for the
Company as financial adviser and broker in relation to the
Transaction and is not acting for any other person in relation to
the Transaction. N+1 Singer will not be responsible to anyone other
than Company for providing the protections afforded to its clients
or for providing advice in relation to the contents of this
announcement or the Transaction or any other arrangement referred
to herein.
Disclosure requirements of 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 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.
Overseas Shareholders
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