16th Apr 2007 11:46
Crest Nicholson PLC16 April 2007 Crest Nicholson PLC For Immediate Release 16 April 2007 Recommended Proposals for the acquisition of Crest Nicholson PLC by Castle Bidco Limited Results of meetings The Board of Crest Nicholson PLC ("Crest Nicholson") is pleased to announce thatthe shareholder resolutions to approve the recommended acquisition of CrestNicholson by Castle Bidco Limited by means of a scheme of arrangement were dulypassed at the Court Meeting and the Extraordinary General Meeting held earliertoday. At the Court Meeting, a majority in number of Crest Nicholson Shareholders(other than holders of Excluded shares in respect of those Excluded Shares) whovoted either in person or by proxy and who together represented over 75% byvalue of the votes cast voted in favour of the resolution to approve the Scheme.The resolution was accordingly passed. At the Extraordinary General Meeting, the special resolution to approve theScheme and provide for its implementation was also passed by the requisitemajority. The voting rights conferred by the Crest Nicholson Shares held by Castle Bidcowere not exercised at the Court Meeting. COURT MEETING The voting on the resolution to approve the Scheme was taken on apoll and the results were as follows: Number of Meeting Shareholders voting: For: 625 (92.6%) Against: 50 (7.4%) Number of votes: For: 43,390,929 (99.4%) Against: 243,266 (0.6%) EXTRAORDINARY GENERAL MEETING The voting on the Special Resolution giving affectto the Scheme was taken on a poll and the results were as follows: Number of Meeting Shareholders voting: For: 626 (93.0%) Against: 47 (7.0%) Number of votes: For: 73,746,136 (99.9%) Against: 136,857 (0.1%) Implementation of the Proposals remains subject to the High Court of Justice forEngland and Wales sanctioning the Scheme and confirming the associated reductionof Crest Nicholson's share capital at a Court hearing which is expected to takeplace on 2 May 2007. Subject to the Scheme receiving the sanction andconfirmation of the Court on that date, the effective date of the Scheme isexpected to be 3 May 2007. It is also expected that if the Scheme becomeseffective on 3 May 2007, listing of the Crest Nicholson Shares will be cancelledat or about 8.00am on 8 May 2007. The consideration due to shareholders isexpected to be sent no later than 14 days after the effective date. Copies of the resolutions passed at the Crest Nicholson Court Meeting and EGMwill shortly be submitted to the Financial Services Authority ("FSA") and willshortly be available for inspection by the public during normal business hourson any weekday (except public holidays) at the FSA's Document Viewing Facilitywhich is situated at: Financial Services Authority, 25 The North Colonnade,Canary Wharf, London E14 5HS (tel. +44 (0)20 7676 1000). Any capitalised term used but not defined in this announcement has the samemeaning as is given to it in the Scheme Circular. Enquiries Crest Nicholson 01932 580 555 John Matthews, ChairmanStephen Stone, Chief Executive Dresdner Kleinwort (Financial and Rule 3 Adviser and Broker 020 7623 8000to Crest Nicholson) Charles BattenMichael CovingtonAngus Kerr (Corporate Broking) Brunswick (Public Relations Adviser to Crest Nicholson) 020 7404 5959 Andrew FenwickKate Miller Dresdner Kleinwort, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting for Crest Nicholson and no-one elsein relation to the Proposals and will not be responsible to anyone other thanCrest Nicholson for providing the protections afforded to customers of DresdnerKleinwort or for providing advice in relation to the Proposals or any othermatter referred to herein. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Crest Nicholson