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Results of Court Meeting and General Meeting

11th Jul 2013 14:33

RNS Number : 1423J
Lochard Energy Group PLC
11 July 2013
 



FOR IMMEDIATE RELEASE

Not for release, publication or distribution, in whole or in part, in or into any Restricted Jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

11 July 2013

The Parkmead Group plc

 

Recommended Offer for

 

Lochard Energy Group plc(to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006) 

Results of Court Meeting and General Meeting

Lochard Energy Group plc ("Lochard") announces that the Scheme relating to the acquisition of Lochard by The Parkmead Group plc ("Parkmead") was today approved at the Court Meeting and the special resolution was approved at the General Meeting.

Voting results

The voting results in relation to the Court Meeting and the General Meeting are summarised below: 

COURT MEETING

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 94.26% by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast were as follows:

Number of Scheme Shareholders who voted

Percentage (%)

Number of Scheme Shares voted

Percentage (%)

FOR

76

83.52

202,496,909

94.26

AGAINST

15

16.48

12,324,376

5.74

Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.

The number of Scheme Shares voted in favour of the resolution as a percentage of the Scheme Shares in issue at the Voting Record Time was 67.7% and the number of Scheme Shares voted against the resolution as a percentage of the Scheme Shares in issue at the Voting Record Time was 4.1%.

GENERAL MEETING

The special resolution proposed at the General Meeting was passed by the requisite majority on a poll. The voting results for the Special Resolution were as follows:

 

 

Number of Lochard Energy Shares voted

Percentage (%)

FOR

204,830,750

94.85

AGAINST

11,129,822

5.15

VOTE WITHHELD

1,000

Less than 0.001

Next Steps

Completion of the Scheme remains subject to the satisfaction or, if permitted, waiver of the remaining conditions of the Scheme set out in the scheme document dated 17 June 2013 (the "Scheme Document") including, inter alia, the sanction of the Scheme and the confirmation of the Capital Reduction by the Court. The Court Hearing to sanction the Scheme and to confirm the Capital Reduction is expected to take place on 25 July 2013. It is expected that the last day for dealings in Lochard Energy Shares will be 24 July 2013 and the Scheme will become effective on 25 July 2013. If the Scheme becomes effective on 25 July 2013, it is expected that the admission of the Lochard Energy Shares to trading on AIM will be cancelled on 26 July 2013 or shortly thereafter. A timetable of the key remaining events is set out below:

Last day of dealings in, and for registration of transfers and disablement in CREST of, Lochard Energy Shares

24 July 2013

Scheme Record Time

6.00 p.m. on 24 July 2013

Dealings in Lochard Energy Shares suspended

7.30 a.m. on 25 July 2013

Court Hearing (to sanction the Scheme and confirm the Capital Reduction)

25 July 2013

Effective Date of the Scheme

25 July 2013

Cancellation of admission to trading on AIM of, and cessation of dealings in, Lochard Energy Shares

7.00 a.m. on 26 July 2013

New Parkmead Ordinary Shares to be issued

26 July 2013

Admission of the New Parkmead Ordinary Shares to trading on AIM and commencement of dealings in New Parkmead Ordinary Shares on AIM

8.00 a.m. on 26 July 2013

CREST members' accounts credited in respect of New Parkmead Ordinary Shares in uncertificated form

as soon as possible after 8.00 a.m. on 26 July 2013

Latest date of despatch of share certificates for New Parkmead Ordinary Shares

on or by 9 August 2013

Long-stop date, being the date by which the Scheme must be implemented

31 October 2013

The dates stated above are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the associated Capital Reduction and the date on which the conditions set out in Appendix I of the Scheme Document are satisfied or (if capable of waiver) waived. If any of the expected dates change, Lochard will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a Regulatory Information Service.

Except as otherwise defined herein, capitalised terms used herein have the same meanings as set out in the Scheme Document.

 

Further enquiries:

 

CIBC World Markets plc +44 (0) 20 7234 6462

Financial adviser and Rule 3 adviser to Lochard

Sameer Pethe

Jonathan Bradfield

 

finnCap Limited +44 (0) 20 7220 0500

Nominated Advisor and Broker to Lochard

Matthew Robinson

Christopher Raggett

 

CIBC World Markets plc, which is authorised in the UK by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Lochard and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of CIBC World Markets plc nor for providing advice in relation to the matters described in this announcement.

 

finnCap Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Lochard and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap Limited nor for providing advice in relation to the matters described in this announcement.

 

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Shareholders of Lochard are advised to read carefully the formal documentation in relation to the Parkmead offer once it has been despatched. The proposals of the offer will be made solely through the Scheme Document, which will contain the full terms and conditions of the Scheme, including details of how to vote with respect to the Scheme. Any response to the proposals should be made only on the basis of the information in the Scheme Document.

 

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers 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 England.

 

Disclosure requirements of the City Code on Takeovers and Mergers (the "Code")

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the Announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company; and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the Announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication on Website

 

A copy of this announcement and the Scheme Document will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.lochardenergy.com by no later than 12 noon (London time) on the Business Day following the date of this announcement.

 

Neither the content of the website referred to in this announcement nor the content of any website accessible from hyperlinks on Lochard's website (or any other website) is incorporated into, or forms part of, this announcement.

 

You may request a hard copy of this announcement, free of charge, by contacting Computershare Investor Services Plc on +44 (0) 870 707 1256. Unless so requested, a hard copy of this announcement will not be sent to you. Lochard shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Parkmead offer should be in hard copy form.

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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