9th Nov 2009 14:36
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
9 November 2009
Recommended acquisition of Powerleague Group plc ('Powerleague' or the 'Company') by Patron Sports Leisure S.a.r.l. ('Patron Sports Leisure')
Results of Court Meeting and General Meeting
On 2 October 2009, the board of Patron Sports Leisure and the Independent Directors announced that they had reached agreement on the terms of a recommended cash offer for the acquisition of the entire issued and to be issued share capital of Powerleague (other than the Powerleague Shares already held by Patron Sports Leisure and the Management Team Exchange Shares), to be effected by means of a scheme of arrangement between Powerleague and its shareholders pursuant to the provisions of Part 26 of the Companies Act 2006 (the 'Scheme'). On 16 October 2009 Powerleague posted a scheme document to its shareholders (the 'Scheme Document') which set out, among other things, the full terms and conditions of the Scheme.
Powerleague is pleased to announce that the meeting convened by the High Court of Justice and held earlier today and the subsequent General Meeting to approve the Scheme were concluded successfully.
At the Court Meeting, a majority in number of the Scheme Shareholders who voted, either in person or by proxy, representing over 75 per cent. in value of all of the Scheme Shares voted, voted in favour of the Scheme and, accordingly, the resolution, as set out in the notice of meeting, was passed. The voting of those Scheme Shareholders who cast votes either in person or by proxy at the Court Meeting was as follows:
|
1. Present and voting |
2. Voted for the resolution |
3. Voted against the resolution |
||||
|
No. |
Scheme Shares Represented |
No. |
Scheme Shares Represented |
No. |
Scheme Shares Represented |
|
|
In person |
1 |
10,421 |
1 (100%) |
10,421 (100%) |
0 (0%) |
0 (0%) |
|
By proxy |
77 |
30,984,183 |
62 (80.52%) |
24,534,151 (79.18%) |
15 (19.48%) |
6,450,032 (20.82%) |
|
TOTAL |
78 |
30,994,604 |
63 (80.77%) |
24,544,572 (79.19%) |
15 (19.23%) |
6,450,032 (20.81%) |
At the General Meeting, the Special Resolution proposed to approve the Scheme and the associated Capital Reduction was passed on a show of hands. The Ordinary Resolution to approve the Management Arrangements was passed on a poll vote of the Independent Shareholders, as follows:
|
1. Voting |
2. Voted for the Ordinary Resolution |
3. Voted against the Ordinary Resolution |
|
|
Powerleague Shares Represented |
Powerleague Shares Represented |
Powerleague Shares Represented |
|
|
|
30,980,100 |
24,485,455 (79.04%) |
6,494,645 (20.96%) |
Completion of the Acquisition remains subject to the satisfaction of or, if appropriate, waiver of the remaining conditions to the Acquisition set out in the Scheme Document, which include the sanction of the Scheme and confirmation of the Capital Reduction pursuant to the Scheme by the High Court of Justice.
The expected timetable of principal events for the implementation of the Scheme remains as previously announced and is as follows:
|
Event |
Time and/or date (2009) |
|
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Powerleague Shares |
25 November |
|
Scheme Record Time |
6.00 p.m. on 25 November |
|
Court Hearing to sanction the Scheme and to confirm the Capital Reduction |
26 November |
|
Effective Date |
27 November |
|
Cancellation of admission to trading on AIM of Powerleague Shares |
8.00 a.m. on 27 November |
|
Latest date for dispatch of cheques and crediting of CREST accounts for cash consideration due under the Scheme |
11 December |
These times and dates 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 upon which the Conditions are satisfied or waived (if capable of waiver).
|
Enquiries: |
|
|
Powerleague Group plc Claude Littner Sean Tracey |
+44 (0) 141 887 7758 |
|
Ernst & Young LLP (Financial Adviser to Powerleague) Tim Medak Graham Swindells |
+44 (0) 20 7951 2000 |
|
Patron Sports Leisure Keith M. Breslauer Shane Law |
+44 (0) 20 7629 9417 |
|
Altium Capital Limited (Financial Adviser to Patron Sports Leisure) Ben Thorne Sam Fuller Katherine Hobbs |
+44 (0) 207 484 4040 |
|
Tavistock Communications Limited (PR Adviser to Powerleague) Lulu Bridges Paul Young |
+44 (0) 207 920 3150 |
A copy of this announcement is available on the website of Powerleague at www.powerleague.co.uk.
Capitalised terms used in this announcement have the meanings given to them in the Scheme Document.
Altium Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Patron Sports Leisure and no one else in connection with the Proposals and will not be responsible to anyone other than Patron Sports Leisure for providing the protections afforded to clients of Altium Capital Limited, or for providing advice in relation to the Proposals or any matter referred to in this announcement.
Ernst & Young LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Powerleague and no one else in connection with the Proposals and will not be responsible to anyone other than Powerleague for providing the protections afforded to clients of Ernst & Young LLP or for providing advice in relation to the Proposals or any matter referred to in this announcement.
The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with the laws and regulations of jurisdictions outside England.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, ''interested'' (directly or indirectly) in one per cent. or more of any class of ''relevant securities'' of Powerleague, all ''dealings'' in any ''relevant securities'' of Powerleague (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 (London 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 lapses or is otherwise withdrawn or on which the ''offer period'' 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 Powerleague, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all ''dealings'' in ''relevant securities'' of Powerleague, by Powerleague, Patron Sports Leisure or Patron Capital, or by any of their respective ''associates'', must be disclosed by no later than 12.00 noon (London 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 securities in issue, can be found on the Takeover 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 in quotation marks within this section are defined in the 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 a ''dealing'' under Rule 8, you should consult the Panel.
Related Shares:
Power Probe