TIDMLCT
RNS Number : 0216G
Lincat Group PLC
05 May 2011
Not for release, publication or distribution, in whole or in
part, in or 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
5 May 2011
Recommended cash acquisition by Middleby Holding UK Ltd
("Bidco")(a wholly-owned subsidiary of The Middleby Corporation) of
Lincat Group plc ("Lincat") to be effected by means of a Scheme of
Arrangement under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting
Lincat is pleased to announce that, at the Court Meeting held
earlier today, the Scheme was approved by the requisite majority.
Subsequently, at the General Meeting, the special resolution to
provide for the implementation of the Scheme was passed by the
requisite majority on a poll.
The number of Lincat Shares and Scheme Shares in issue at the
Voting Record Time of 6.00p.m on 3 May 2011 was 5,491,989 and
5,491,989 respectively.
Terms defined in the Scheme Document dated 11 April 2011 have
the same meaning in this announcement, save where the context
otherwise requires.
Court Meeting
A majority in number representing 75 per cent. or more in value
of the Scheme Shareholders present and voting, either in person or
by proxy, at the Court Meeting 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 were as
follows:
Number of
Scheme
Shares
voted as a
percentage
of the
Percentage total
Number of Percentage Number of of voting number of
Scheme of Scheme Scheme Scheme Scheme
Shares Shares Shareholders Shareholders Shares
voted voted (%) who voted (%) (%)
FOR 4,104,484 99.81 110 97.35 74.74
AGAINST 7,692 0.19 3 2.65 0.14
Accordingly, the resolution was duly passed on a poll vote.
General Meeting
At the General Meeting, the Special Resolution was passed by the
requisite majority on a poll. The full text of the Special
Resolution is contained in the Notice of General Meeting set out in
the Scheme Document, which is available on Lincat's website
(www.lincatgroup.co.uk).
The proxy voting results for the Special Resolution were as
follows:
Number of Lincat Shares Percentage of Lincat
voted Shares voted (%)
FOR (including
at Chairman's Discretion) 4,106,018 99.81
AGAINST 7,692 0.19
WITHHELD Nil N/A
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. Votes were tendered in respect of
4,113,710 Lincat Shares, being 74.90% of the issued share
capital.
Next Steps
Completion of the Acquisition remains subject to the
satisfaction or, if permitted, waiver of the remaining conditions
to which the Scheme is subject set out in Part III of the Scheme
Document including, inter alia, the sanction of the Scheme by the
Court and confirmation of the Capital Reduction. The Court Hearings
to sanction the Scheme and confirm the Capital Reduction are
expected to take place on 23 May 2011 and 26 May 2011 respectively.
It is expected that the last day for dealings in Lincat Shares will
be 25 May 2011 and the Scheme will become effective on 27 May 2011.
If the Scheme becomes effective on 27 May 2011, it is expected that
the admission to trading of the Lincat Shares on AIM will be
cancelled by no later than 8.00 a.m. on 31 May 2011.
The dates stated above are indicative only and will depend,
among other things, on the dates upon which the Court sanctions the
Scheme and confirms the Capital Reduction and the date on which the
conditions to which the Scheme is subject set out in Part III of
the Scheme Document are satisfied or (if capable of waiver) waived.
If any of the expected dates change, Lincat will, unless the Panel
otherwise directs, give notice of the change by issuing an
announcement through a Regulatory Information Service.
All references to time in this announcement are to London
time.
The Scheme Document is available for inspection at the offices
of Eversheds LLP, One Wood Street, London EC2V 7WS and at the
registered office of Lincat, Whisby Road, Lincoln, LN6 3QZ and is
also available to view and download on the Lincat website
(www.lincatgroup.co.uk).
Enquiries
Middleby Tel: +1 847 429
Timothy FitzGerald (Chief Financial Officer) 7744
KPMG Corporate Finance (Financial Adviser Tel: 0161 246 4548
to Middleby and Bidco)
Chris Belsham
Lincat Group Plc Tel: 01522 875555
Paul Bouscarle (Chief Executive)
Terry Storey (Finance Director)
Livingstone Partners (financial adviser to Tel: 0207 484 4700
Lincat)
Phillip McCreanor
If the Scheme becomes Effective, it will be binding on all
Scheme Shareholders irrespective of whether or not they attended or
voted and, if they voted, whether they voted for or against the
Scheme at the Court Meeting or the Special Resolution at the
General Meeting.
KPMG Corporate Finance, a division of KPMG LLP which is
authorised and regulated by the FSA for investment business
activities, is acting for Middleby and Bidco as financial adviser
in relation to the Acquisition and is not acting for any other
person in relation to the Acquisition. KPMG Corporate Finance will
not be responsible to anyone other than Middleby and Bidco for
providing the protections afforded to its clients or for providing
advice in relation to the contents of this announcement or any
offer or arrangements referred to herein.
Livingstone Partners LLP, which is authorised and regulated in
the United Kingdom by the FSA, is acting exclusively as financial
adviser to Lincat in connection with the Acquisition and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than Lincat for providing the protections afforded
to clients of Livingstone Partners LLP nor for giving advice in
relation to the Acquisition or any matter or arrangement referred
to in this announcement.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively as corporate
broker to Lincat and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Lincat
for providing the protections afforded to clients of Cenkos
Securities plc nor for providing advice in relation to the
Acquisition or any other matter or arrangement referred to in this
announcement.
This announcement does not constitute an invitation or offer to
sell, purchase or subscribe for any securities or the solicitation
of any vote for approval of the Acquisition in any jurisdiction. No
person should construe the contents of this announcement as legal,
financial or tax advice and any interested person should consult
their own advisers in connection with the matters contained
herein.
The availability of the Acquisition or the distribution of this
announcement to persons who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which
they are located. Persons who are not so resident should inform
themselves of, and observe, any applicable requirements in those
jurisdictions. This announcement has been prepared for the purposes
of complying with English law, the Code and the AIM Rules. As a
result, information disclosed herein may not be the same as that
which would have been disclosed in accordance with the laws and
regulations of jurisdictions outside of England.
Bidco reserves the right to elect (with the consent of the
Panel) to implement the Acquisition by means of an Offer. In such
event, the Offer will be implemented on substantially the same
terms, subject to appropriate amendments, as those which would
apply to the Scheme. If the Acquisition is implemented by means of
an Offer, it will be made in accordance with the requirements of
applicable laws, including US securities laws, to the extent
applicable.
Forward-looking Statements
This announcement, oral statements made regarding the
Acquisition and other information published by Middleby, Bidco or
Lincat may contain certain statements that are or may be
forward-looking. These statements are based on the current
expectations of the management of Middleby, Bidco and/or Lincat (as
applicable) and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein may
include statements about the expected effects of the Acquisition,
the expected timing and scope of the Acquisition, anticipated
earnings enhancements, estimated cost savings and other synergies,
costs to be incurred in achieving synergies, potential disposals
and other strategic options and all other statements in this
announcement other than historical facts. Forward-looking
statements include, without limitation, statements that typically
contain words such as: "will", "may", "should", "could",
"continue", "believes", "expects", "intends", "estimates",
"anticipates", "aims", "targets", "plans" and "forecasts" or words
of similar import. The forward-looking statements involve
risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond the ability of the person making the statement to
control or estimate precisely, such as future market conditions and
the behaviour of other market participants. Other unknown or
unpredictable factors could also cause actual results to differ
materially from those in the forward looking statements. Therefore
undue reliance should not be placed on such statements as a
prediction of actual results. None of Middleby, Bidco or Lincat
undertakes any obligation to update these forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required pursuant to applicable law.
Dealing Disclosure Requirements
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 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 10(th)
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10(th)
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 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 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 20 7638
0129.
Publication on website
In accordance with Rule 19.11 of the Code, a copy of this
announcement will be available free of charge on Lincat's website
at www.lincatgroup.co.uk by no later than 5.00 p.m. on 5 May
2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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