Court Hearing & EGM
July 02 2010 - 9:00AM
UK Regulatory
TIDMCLE
RNS Number : 7559O
Climate Exchange PLC
02 July 2010
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
2 July 2010
Recommended cash acquisition by Aether Ios Limited (a wholly-owned subsidiary of
IntercontinentalExchange, Inc.) of Climate Exchange plc to be effected by means
of a scheme of arrangement under section 152 of the Isle of Man Companies Act
1931
Offer update - Result of shareholder meetings
On 30 April 2010, the Boards of IntercontinentalExchange, Inc. ("ICE") and
Climate Exchange plc ("Climate Exchange") announced that they had reached
agreement on the terms of a unanimously recommended acquisition by Aether Ios
Limited ("Bidco"), a wholly-owned subsidiary of ICE, of the entire issued and to
be issued share capital of Climate Exchange (the "Acquisition"). The
Acquisition is being implemented by way of a scheme of arrangement under section
152 of the Isle of Man Companies Act (the "Scheme").
On 28 May 2010, Climate Exchange announced the posting to its shareholders and
ADS holders of the scheme document in relation to the Acquisition (the "Scheme
Document") which contained, amongst other things, notices convening the Court
Meeting and Climate Exchange EGM to approve the Scheme.
Climate Exchange is pleased to announce that, at both the Court Meeting and the
Climate Exchange EGM held earlier today in connection with the Acquisition and
the Scheme, all the resolutions proposed were approved by the Climate Exchange
Shareholders.
At the Court Meeting, a majority in number of Climate Exchange Shareholders who
together represented not less than three fourths in value of the Climate
Exchange Shares held by those Climate Exchange Shareholders present and voting
in person or by proxy at the Court Meeting voted in favour of the resolution to
approve the Scheme. The resolution was accordingly passed. At the Climate
Exchange EGM, the Special Resolution to amend the articles of association of
Climate Exchange was also passed by a majority of not less than three-fourths of
the votes cast by Climate Exchange Shareholders present in person or by proxy at
the Climate Exchange EGM.
COURT MEETING
The voting on the resolution to approve the Scheme was taken on a poll (each
Climate Exchange Shareholder having one vote for each Climate Exchange Share
held) and the results were as follows:
Number of Climate Exchange Shareholders voting: For: 72 (93.5%) Against: 5
(6.5%)
Number of votes: For: 31,485,789 (99.99%) Against: 2,048 (0%)
CLIMATE EXCHANGE EGM
The voting on the special resolution to approve certain matters necessary to
implement the Scheme was taken on a poll (each shareholder having one vote for
each Climate Exchange Share held) and the results were as follows:
Number of votes: For: 31,820,688 (99.99%) Against: 5 (0%) Withheld: 0.
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.
Completion of the Acquisition remains subject to the satisfaction or waiver of
the other Conditions, including the Court sanctioning the Scheme which is
expected to take place on 7 July 2010. Subject to the Scheme receiving the
sanction of the Court on that date, the Scheme is expected to become effective
on 8 July 2010.
It is also expected that, if the Court sanctions the Scheme on 7 July 2010, the
last day of dealings in Climate Exchange Shares and Climate Exchange ADSs will
be 7 July 2010 and that the trading of Climate Exchange Shares on AIM will be
cancelled with effect from 7.00 a.m. on 8 July 2010.
All references in this announcement to times are to UK time unless otherwise
stated.
Terms and expressions in this announcement shall, unless the context otherwise
requires, have the same meanings as given to them in the Scheme Document.
This announcement will be made available on the Climate Exchange website at
http://www.climateexchangeplc.com.
Enquiries
Climate Exchange
Helene Crook
+44 20 7382 7800
J.P. Morgan Cazenove (Financial Adviser and Joint Broker)
Barry Weir
+44 20 7588 2828
Jeremy Capstick
+44 20 7742 4000
Kinmont (Financial Adviser)
John O'Malley
+44 20 7087 9100
Matt Stoate
Fox-Pitt Kelton Limited (NOMAD and Joint Broker)
Jonny Franklin-Adams
+44 20 3037 5231
Simon Law
Haggie Financial
Peter Rigby
+44 207 417 8989
Alex Parry
Important Notices
This announcement does not constitute an offer or invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction. The full terms and conditions of the Acquisition (including the
Scheme) are set out in the Scheme Document. Climate Exchange Shareholders are
advised to read carefully and in its entirety the Scheme Document in relation to
the Acquisition before making any decision with respect to the Acquisition.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom and the Isle of Man may be restricted by the law
of those jurisdictions and therefore any persons in such jurisdictions into
whose possession this document comes should inform themselves about and observe
any such restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such jurisdiction. This
announcement has been prepared for the purposes of complying with English law,
Isle of Man law, the AIM Rules and the Code 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 and regulations of any jurisdiction
outside the United Kingdom and the Isle of Man.
Forward-Looking Statements
This announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as "intends",
"expects", "anticipates", "estimates" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond Climate Exchange's ability to control or estimate precisely, and
therefore undue reliance should not be placed on such statements. Climate
Exchange assumes no obligation and does not intend to update these
forward-looking statements, except as required pursuant to applicable law.
J.P. Morgan plc, which conducts its UK investment banking businesses as J.P.
Morgan Cazenove and is authorised and regulated by the UK Financial Services
Authority, is acting exclusively for Climate Exchange and for no one else in
connection with the Acquisition and will not be responsible to anyone other than
Climate Exchange for providing the protections afforded to clients of J.P.
Morgan plc nor for providing advice in relation to the Acquisition or any matter
referred to herein.
Kinmont, which is authorised and regulated by the UK Financial Services
Authority, is acting exclusively for Climate Exchange and for no one else in
connection with the Acquisition and will not be responsible to anyone other than
Climate Exchange for providing the protections afforded to clients of Kinmont
nor for providing advice in relation to the Acquisition or any matter referred
to herein.
Fox-Pitt, Kelton, which is authorised and regulated by the UK Financial Services
Authority, is acting exclusively for Climate Exchange and for no one else in
connection with the Acquisition and will not be responsible to anyone other than
Climate Exchange for providing the protections afforded to clients of Fox-Pitt,
Kelton, nor for providing advice in relation to the Acquisition or any matter
referred to herein
Dealing disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent.
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 City Code, any person who is, or becomes, interested in
1 per cent. 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.
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 Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Acquisition 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
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