27th Apr 2009 13:00
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 OF SUCH JURISDICTION IN PARTICULAR THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN
RECOMMENDED PROPOSALS FOR THE ACQUISITION OF THE ASSETS OF 3i QUOTED PRIVATE EQUITY PLC BY 3i GROUP PLC
EGM Results
On 23 February 2009, the Boards of 3i Quoted Private Equity plc (the "Company") and 3i Group plc ("3i") announced proposals for the acquisition of the assets of the Company by 3i to be effected by way of a solvent liquidation of the Company. On 3 April 2009, the Company sent a circular to Shareholders containing, among other things, details of the proposals, the terms and conditions of the Scheme, notice convening the EGM and details of the action to be taken by Shareholders.
The Board of the Company is pleased to announce that at the EGM held earlier today, the ordinary resolution to approve the Scheme was passed by the requisite majority of Independent Shareholders on a show of hands. In addition, Shareholders passed the special resolution by the requisite majority on a show of hands to approve: (i) the Proposals; (ii) amendments to the Articles of the Company to facilitate the Proposals; (iii) the winding-up of the Company and appointment of the Liquidators; (iv) the remuneration of the Liquidators; (v) the execution by the Company (acting through the Liquidators) of the Transfer Agreement setting out the terms upon which the Company (acting through the Liquidators), having first made a distribution of assets to 3i in satisfaction of 3i's rights in the winding up of the Company, transfers its residual assets to 3i in return for the issue of New 3i Shares and payment of cash to the Independent Shareholders; and (vi) a change to the next accounting date of the Company from 31 March 2009 to 30 September 2009.
The number of votes cast in respect of the resolutions at the EGM are set out below:
|
Resolution |
Shares for (including discretionary) |
% of votes cast |
Shares against |
% of votes cast |
Shares marked as votes withheld |
% of votes cast |
|
1. Ordinary |
139,326,236 |
99.98% |
25,000 |
0.02% |
- |
-% |
|
2. Special |
318,898,395 |
99.99% |
25,000 |
0.01% |
- |
-% |
Application has been made to the UK Listing Authority and the London Stock Exchange for admission to the Official List and to trading on the London Stock Exchange of the New 3i Shares, being 37,604,945 ordinary shares of 73 19/22 pence each in the capital of 3i Group plc, with effect from 8.00am on 28 April 2009. The New 3i Shares will rank pari passu with the existing issued ordinary shares of 73 19/22 pence each in the capital of 3i Group plc.
Certificates in respect of New 3i Shares issued in certificated form are expected to be despatched on 29 April 2009 or shortly thereafter. CREST accounts are expected to be credited with cash in respect of the Cash Consideration payable by 3i to Independent Shareholders on 29 April 2009 and cheques are expected to be despatched on 29 April 2009 or shortly thereafter. New 3i Shares issued in uncertificated form are expected to be credited to the stock accounts in CREST of the persons entitled thereto on 29 April 2009.
As part of the Scheme, the suspension of the listing of the Company's shares took place at 7.30am on 27 April 2009. The Scheme will become Effective on admission of the New 3i Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange (which is anticipated to take place with effect from 8.00am on 28 April 2009) and it is intended that the listing of the Company's shares on the London Stock Exchange will be cancelled within 12 months of the Effective Date.
Copies of the resolutions have been submitted to the Financial Services Authority and will shortly be available for public inspection at the Document Viewing Facility, the Financial Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS.
Capitalised terms used in this announcement have the same meanings as in the Scheme Circular.
For further information, please contact:
3i Quoted Private Equity plc
David Tyler (Chairman) Tel. +44 1534 711 445
The Maitland Consultancy
Lydia Pretzlik Tel. +44 20 7379 5151
Tricorn Partners LLP
Guy Dawson Tel. +44 20 7823 0888
RBS Hoare Govett LimitedGary Gould Tel. +44 20 7678 8000
3i Group plc
Patrick Dunne Tel. +44 20 7975 3566
Tricorn Partners LLP, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for the Company and no one else in connection with the Scheme and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Tricorn Partners LLP or for providing advice in connection with the Scheme or any matter referred to herein.
RBS Hoare Govett Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for the Company and no one else in connection with the Scheme and will not be responsible to anyone other than the Company for providing the protections afforded to clients of RBS Hoare Govett Limited or for providing advice in connection with the Scheme or any matter referred to herein.
This announcement is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Scheme or otherwise. The Scheme is being made solely through the Scheme Circular, which contains the full terms and conditions of the Scheme. Any response in relation to the Scheme should be made only on the basis of the information contained in the Scheme Circular. This announcement does not constitute a prospectus or prospectus equivalent document.
Related Shares:
3i Group