TIDMALN TIDMSDL
RNS Number : 1651V
Alterian PLC
06 January 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.
FOR IMMEDIATE RELEASE
6 January 2012
Recommended Cash Acquisition by
SDL plc
of
Alterian plc
Results of Court Meeting and General Meeting
Alterian plc ("Alterian" or the "Company") is pleased to
announce that the meeting convened by the High Court of Justice and
held earlier today (the "Court Meeting") and the subsequent general
meeting (the "General Meeting") to approve the scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme")
and other associated matters to implement the acquisition of the
Company by SDL plc (the "Acquisition") were each concluded
successfully with the relevant resolutions being passed by the
requisite majorities.
Details of the resolutions passed are set out in the notices of
the meetings contained in the scheme document posted to Alterian
Shareholders on 14 December 2011 (the "Scheme Document").
The Court Meeting
At the Court Meeting, a majority in number of the Scheme
Shareholders who voted, either in person or by proxy, representing
over 75% in value of all of the Scheme Shares voted, voted in
favour of the resolution to approve the Scheme. The resolution was
accordingly passed. The voting of those Scheme Shareholders who
cast votes either in person or by proxy at the Court Meeting was as
follows:
Votes against the
Total votes Votes for the Scheme Scheme
------------------------------ ----------------------------- -----------------------------
No. of No. of
No. of Scheme Scheme
Scheme No. of Scheme Shares No. of Scheme Shares
No. of Scheme Shares Shareholders represented Shareholders represented
Shareholders* represented (and %)* (and %) (and %)* (and %)
93 33,356,449 85 33,241,707 8 114,742
(91.4%) (99.6%) (8.6%) (0.34%)
* Totals in person and by proxy
The General Meeting
At the General Meeting, the Special Resolution proposed to
approve the Scheme and associated matters to implement the
Acquisition was passed as a special resolution on a show of
hands.
The proxy votes cast in respect of the resolutions received
prior to the meeting were as follows:
Votes against the Votes withheld
Votes for the Resolution Resolution
--------------------------- ---------------------------- ----------------------------
No. of % of Shares % of Shares % of Shares
Shares voted No. of Shares voted No. of Shares voted
31,287,239 (99.34%) 44,807 (0.14%) 162,943 (0.52%)
In relation to the General Meeting:
1. the issued share capital at the date of the General Meeting
was 62,381,069 ordinary shares with voting rights;
2. votes were tendered in respect of 31,494,989 ordinary shares
respectively being 50.49% of the issued share capital;
3. any proxy appointments which gave discretion to the Chairman
have been included in the shares 'FOR' total; and
4. a 'vote withheld' is not a vote in law and is not counted in
the calculations of the proportion of the shares 'FOR' or 'AGAINST'
the resolution.
Completion of the Acquisition remains subject to the
satisfaction or, if appropriate, waiver of the Conditions set out
in the Scheme Document, including, amongst other things, the
sanction of both the Scheme and the associated Capital Reduction by
the Court.
A request will be made to each of the London Stock Exchange and
the UKLA prior to the Effective Date to cancel the trading in
Alterian Shares on the London Stock Exchange's main market for
listed securities and to remove the listing of the Alterian Shares
from the Official List, in each case, with effect from the business
day after the Scheme Effective Date.
It should be noted that the last day of dealings in, and for
registration of transfers of, and disablement in CREST of, Alterian
Shares will be 4.30 p.m. on the business day following the Scheme
Court Hearing (which is expected to be 25 January 2012) following
which Alterian Shares will be temporarily suspended from the
Official List and the London Stock Exchange's main market for
listed securities.
It is expected that the Scheme Effective Date will be 27 January
2012.
A detailed timetable of events for the Scheme is set out in the
Scheme Document. These dates are indicative only and will depend,
amongst other things, on the date on which the Court sanctions the
Scheme and the associated Capital Reduction. If the expected dates
change, the Company will give notice of the changes in an
announcement through a Regulatory Information Service.
A copy of all resolutions passed at the Court Meeting and the
General Meeting will shortly be available for inspection at the
Financial Services Authority's National Storage Mechanism which can
be accessed at www.hemscott.com/nsm.do.
Words and expressions defined in the Scheme Document shall,
unless the context provides otherwise, have the same meanings in
this announcement.
Enquiries:
Alterian Tel: +44 (0) 117 970
Phil Cartmell, Chairman 3200
Heath Davies, Chief Executive Officer
Guy Millward, Finance Director
Canaccord Genuity (financial adviser Tel: +44 (0) 20 7050
to Alterian) 6500
Simon Bridges/Rory O'Sullivan
Cameron Duncan
College Hill (public relations advisers Tel: +44 (0) 20 7457
to Alterian) 2020
Adrian Duffield
Kay Larsen
SDL Tel: +44 (0) 1628 410
Mark Lancaster, Executive Chairman 127
John Hunter, Chief Executive Officer
Matthew Knight, Chief Financial Officer
Investec (financial adviser to SDL) Tel: +44 (0) 20 7597
Andrew Pinder 5000
David Flin
FTI Consulting (public relations advisers Tel: +44 (0) 20 7831
to SDL) 3113
Ed Bridges
Jon Snowball
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the FSA, is acting exclusively for Alterian
and no one else in connection with the Acquisition and will not be
responsible to anyone other than Alterian for providing the
protections afforded to clients of Canaccord Genuity Limited nor
for providing advice in relation to the Acquisition or any other
matter or arrangement referred to in this announcement.
Investec bank plc, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for SDL and no one
else in connection with the Acquisition and will not be responsible
to anyone other than SDL for providing the protections afforded to
clients of Investec Bank plc nor for providing advice in relation
to the Acquisition or any other matter or arrangement referred to
in this announcement.
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 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 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 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 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 paper
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.
Publication on websites
Copies of this announcement and the Scheme Document are
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, at Alterian's and
SDL's websites www.alterian.com and www.sdl.com respectively, up to
and including the Scheme Effective Date.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does 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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