TIDMPIRI TIDMTERN
RNS Number : 3388T
Pires Investments PLC
21 July 2022
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
21 July 2022
Recommended All-Share Offer
for
Pires Investments plc ("Pires")
by
Tern plc ( " Tern " )
proposed to be implemented by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting and Lapsing of
Scheme
On 1 June 2022, it was announced that the Tern Directors and
Pires Directors had reached agreement on the terms of a recommended
all-share offer by Tern for the issued and to be issued share
capital of Pires, proposed to be effected by means of a
court-sanctioned scheme of arrangement (the "Scheme") between Pires
and Pires Shareholders under Part 26 of the Companies Act 2006 (the
"Acquisition").
Earlier today, Pires convened the Court Meeting and General
Meeting in connection with the Acquisition.
At the Court Meeting, 60 out of 75 Scheme Shareholders present
and voting (whether in person or by proxy) voted in favour of the
Scheme, representing 53.50 per cent. in value of the Scheme Shares.
While the majority of Scheme Shareholders voting and present at the
Court Meeting voted in favour of the Scheme, this did not meet the
requirement that Scheme Shareholders voting and present at the
Court Meeting representing 75 per cent. or more in value of the
Scheme Shares held by such Scheme Shareholders must vote in favour
of the Scheme.
At the General Meeting, 53.75 per cent. of the Pires
Shareholders present and voting (whether in person or by proxy)
voted in favour of the Special Resolution, which was below the
minimum threshold (75 per cent. of those shares voted) needed to
approve the Special Resolution.
Accordingly, certain of the conditions to the Scheme were not
satisfied and the Scheme has lapsed.
The Court Hearing to sanction the Scheme, which was expected to
be held on or around 28 July 2022, will now not take place.
As a result, Pires is no longer in an offer period as defined by
the City Code on Takeovers and Mergers (the "Code").
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder, present in person or by proxy,
was entitled to one vote per Scheme Share held at the Voting Record
Time.
Results of No. of Scheme % of Scheme No. of Pires % of Pires No. of Scheme
Court Meeting Shares voted Shares voted(*) Shareholders Shareholders Shares voted
who voted who voted(*) as % of issued
share capital(*)
For 53,813,889 53.50% 60 80.00% 31.57%
-------------- ----------------- -------------- -------------- ------------------
Against 46,765,049 46.50% 15 20.00% 27.44%
-------------- ----------------- -------------- -------------- ------------------
Total 100,578,938 - 75 - 59.01%
-------------- ----------------- -------------- -------------- ------------------
* Rounded to two decimal places
Voting results of the General Meeting
The table below sets out the results of the poll at the General
Meeting. Each Pires Shareholder, present in person or by proxy, was
entitled to one vote per Pires Share held at the Voting Record
Time.
For** Against Total
Special resolution No. of votes % of votes* No. of votes % of votes* No. of votes
------------- ------------ ------------- ------------ -------------
Approval of
the implementation
of the Scheme 68 53.75% 15 46.25% 100,822,109
------------- ------------ ------------- ------------ -------------
Amendments to
the articles 68 53.75% 15 46.25% 100,822,109
------------- ------------ ------------- ------------ -------------
Re-registration
as a private
company 67 53.74% 16 46.26% 100,822,109
------------- ------------ ------------- ------------ -------------
* Rounded to two decimal places
** Includes discretionary votes
The total number of Pires Shares in issue at the Voting Record
Time was 170,456,642. Consequently, the total voting rights in
Pires at the Voting Record Time were 170,456,642.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Scheme Document
published on 28 June 2022 in relation to the Acquisition.
Enquiries:
Pires Investments plc +44 (0) 20 3368
Nicholas Lee, Non-Executive Director 8961
Cairn Financial Advisers LLP
Financial Adviser, Rule 3 Adviser and Nominated
Adviser to Pires +44 (0) 20 7213
James Lewis / Liam Murray / Ludovico Lazzaretti 0880
Peterhouse Capital Limited
Joint Broker to Pires +44 (0) 20 7469
Duncan Vasey / Lucy Williams 0935
Tennyson Securities
Joint Broker to Pires +44 (0) 20 3167
Peter Krens 7221
Yellow Jersey PR
PR advisers to Pires
Sarah Hollins / Henry Wilkinson / Annabelle
Wills +44 (0) 20 3004 9512
Notices related to the financial adviser
Cairn, which is authorised and regulated by the FCA in the UK,
is acting as financial adviser and Rule 3 adviser exclusively for
Pires and no one else in connection with the Acquisition and the
matters set out in this announcement and will not be responsible to
any person other than Pires for providing the protections afforded
to clients of Cairn, nor for providing advice in relation to the
Acquisition, the content of this announcement or any matter
referred to herein. Cairn's responsibilities as Pires' Nominated
Adviser under the AIM Rules for Companies and AIM Rules for
Nominated Advisers are owed solely to London Stock Exchange and no
other person. Cairn has not authorised and is not making any
representation or warranty, express or implied, as to the contents
of this announcement.
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END
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