18th Jul 2007 10:32
Kensington Group PLC18 July 2007 18 July 2007 Kensington Group plc ("Kensington") Recommended acquisition of Kensington Group plc by Investec plc Results of Court Meeting and Extraordinary General Meeting On 30 May 2007, the combined boards of Investec plc and Investec Limited and theKensington Directors announced that they had reached agreement on the terms of arecommended offer for Kensington by Investec to be implemented by means of ascheme of arrangement under section 425 of the Companies Act. On 25 June 2007Kensington despatched to Kensington shareholders a circular (the "SchemeDocument") containing the terms of the Acquisition. Kensington is pleased to announce that, at the Court Meeting, a majority innumber of Kensington shareholders who voted (either in person or by proxy),representing not less than 75 per cent. by value of the votes cast, voted infavour of the resolution to approve the Scheme. The resolution was accordinglypassed. At the Extraordinary General Meeting, the resolution to approve theScheme and provide for its implementation was also passed by the requisitemajority. The votes cast for each resolution were as follows: COURT MEETING Resolution to approve the Scheme Number of Scheme Shareholders voting: For: 178 (97.27%) Against: 5 (2.73%) Number of votes: For: 27,203,608 (97.92%, of the votes cast representing 51.71%of Kensington's total issued share capital) Against: 577,662 (2.08%, of thevotes cast representing 1.10% of Kensington's issued share capital) EXTRAORDINARY GENERAL MEETING Special resolution to approve the Scheme and provide for its implementation Number of votes: For: 27,147,967 (97.92%) Against: 577,662 (2.08%) Withheld:193,524 Completion of the Acquisition remains subject to the satisfaction or, ifpermitted, waiver of the conditions to the Acquisition set out in the SchemeDocument including, inter alia, the sanction of the Scheme by the Court. TheCourt Hearing of Kensington's petition to sanction the Scheme is expected totake place on 7 August 2007, as set out in the Scheme Document. The Effective Date of the Scheme is expected to be 8 August 2007, as set out inthe Scheme Document. If this position changes, a further announcement will bemade. Capitalised terms in this announcement have the same meanings as set out in theScheme Document. Copies of the resolutions passed at the Court Meeting and at the ExtraordinaryGeneral Meeting will shortly be submitted to the Financial Services Authority(the "FSA") and will shortly be available for inspection at the FSA DocumentViewing Facility, which is situated at the FSA (The Financial ServicesAuthority, 25 The North Colonnade, Canary Wharf, London E14 5HS; Tel: 020 70661000). Enquiries: Kensington +44 20 7297 7642Ann Tomsett, Company Secretary Financial Dynamics (public relations adviser to Kensington) +44 20 7269 7229Geoffrey Pelham-LaneCharles Gorman This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Investec