16th Sep 2008 13:08
RNS Number : 5528D
Alliance & Leicester PLC
16 September 2008
16 September 2008
ALLIANCE & LEICESTER PLC SHAREHOLDERS VOTE IN FAVOUR OF ACQUISITION BY BANCO SANTANDER, S.A.
COURT MEETING AND EXTRAORDINARY GENERAL MEETING RESULTS
Alliance & Leicester plc (the "Company") today announced that at the meeting convened by direction of the Court and held earlier today, 16 September 2008, (the "Court Meeting") and at the subsequent Extraordinary General Meeting of shareholders (the "EGM") to approve the proposed scheme of arrangement (the "Scheme") between the Company and the holders of Scheme Shares (as defined in the circular to shareholders dated 19 August 2008 (the "Circular")) to implement the acquisition of the Company by Banco Santander, S.A., all resolutions were passed by the requisite majority on a poll.
The European Commission also granted approval for the transaction under the EC Merger Regulations on 15 September, 2008.Subject, amongst other things, to High Court approval, the Scheme is expected to become effective on Friday 10 October 2008 and dealing in the new shares of Banco Santander, S.A. is expected to commence on Tuesday 14 October 2008.
Commenting on the Court Meeting and EGM results, Roy Brown, Acting Chairman of Alliance & Leicester plc, said:
"We welcome our shareholders’ approval of the offer from Santander, which was unanimously recommended by the Board of Alliance & Leicester. The economic outlook and continuing uncertainty in financial markets have reinforced the Board's view that this transaction is in the best interests of shareholders, customers and other stakeholders.
"Should all approvals go through on time, Alliance & Leicester will become a wholly owned subsidiary of Banco Santander from 10 October 2008."
Voting Results
COURT MEETING - RESOLUTION TO APPROVE THE SCHEME
|
Number of shareholders voting For
|
94,951
|
84.18%
|
|
Number of shareholders voting Against
|
17,839
|
15.82%
|
|
|
|
100%
|
Note: the requirement was for a majority in number of shareholders voting to vote For.
|
Number of shares voting For
|
179,957,379
|
96.51 %
|
|
Number of shares voting Against
|
6,507,571
|
3.49%
|
|
|
|
100%
|
Note: the requirement was for the number of shares voted For to be at least 75% of shares voted.
EGM – SPECIAL RESOLUTION, AS SET OUT IN THE CIRCULAR
|
Number of shares voting For
|
183,290,764
|
96.76%
|
|
Number of shares voting Against
|
6,143,924
|
3.24%
|
|
Number of shares Withheld*
|
791,197
|
|
|
|
|
100%
|
Note: the requirement was for the number of shares voted For to be at least 75% of shares voted.
* Withheld votes are not included when calculating the proportion of votes For the resolution.
The total number of shares eligible to vote was 421,040,712.
In accordance with paragraph 9.6.2 of the Listing Rules, two copies of all resolutions passed will be available, along with copies of this announcement, at the UKLA Document Viewing Facility, which is situated at Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. Tel: 020 7066 1000.
Enquiries:
Stuart Dawkins +44 (0) 116 200 3088
Ginny Broad / Press Office +44 (0) 116 200 3355
Mark Jones (Investor Relations) +44 (0) 116 200 4492
The Directors of the Company accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
This announcement has been prepared for the purposes of complying with English law, the Listing Rules of the UK Listing Authority, the rules of the London Stock Exchange and the City 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 of the United Kingdom.
JPMorgan Cazenove, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company as financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to customers of JPMorgan Cazenove nor for providing advice in relation to the Acquisition, or any matter referred to herein.
Morgan Stanley, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company as financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Morgan Stanley nor for providing advice in relation to the Acquisition, or any matter referred to herein.
Rothschild, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company as financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Rothschild nor for providing advice in relation to the Acquisition, or any matter referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Banco Santander, S.A. ("Banco Santander") or the Company, all "dealings" in any " relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (UK time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective, or on which the "offer period" for the purposes of the City Code otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Banco Santander or the Company, they will be deemed to be a single person for the purpose of Rule 8.3. Please consult your financial advisor immediately if you believe this Rule may be applicable to you.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Banco Santander or the Company by Banco Santander or the Company, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (UK time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms above in quotation marks are defined in the City Code which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose dealing under Rule 8 you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
Related Shares:
Banco Santander