EG Solutions (EGS)

 

LSE:EGS: Result of Court Meeting and General Meeting

EG Solutions

23 Oct 2017 16:10:01

EG Solutions plc

RNS Number : 3740U
EG Solutions plc
23 October 2017
 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

 

23 October 2017

 RECOMMENDED CASH OFFER

for

eg solutions plc ("EG" or the "Company")

by

Verint WS Holdings Limited

 intended to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Results of the Court Meeting and General Meeting

 

The board of directors of EG is pleased to announce that at the Court Meeting and General Meeting held earlier today in connection with the recommended cash acquisition by Verint WS Holdings Limited ("Verint") of the entire issued and to be issued ordinary share capital of EG to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"):

 

·     the Scheme was approved by requisite majority of Scheme Shareholders at the Court Meeting; and

 

·     EG Shareholders voted to pass the special resolution to implement the Scheme, to amend the Articles in connection with the Scheme and, subject to the Scheme becoming Effective, to re-register the Company as a private company (the "Special Resolution") at the General Meeting.

 

Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document published on 22 September 2017 in relation to the transaction (the "Scheme Document").

 

Voting results of the Court Meeting

 

At the Court Meeting a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing more than 75 per cent. in value of those Scheme Shareholders that voted (either in person or by proxy), voted in favour of the resolution to approve the Scheme and, accordingly, the resolution to approve the Scheme was passed on a poll. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.

 

The voting results for the Court Meeting were as follows:

 

 

 

Results of Court Meeting

No. of Scheme Shares voted

% of Scheme Shares voted*

No. of Scheme Shareholders who voted

% of Scheme Shareholders who voted*

No. of Scheme Shares voted as a % of issued ordinary share capital*

For

 17,648,297

 99.94

 29

 82.86

 77.80

Against

 9,973

 0.06

 6

 17.14

 0.04

Total

 17,658,270

 100

 35

 100


 

 

Voting results of the General Meeting

 

At the General Meeting the special resolution to implement the Scheme, authorise the directors to take all such action as they may consider necessary to carry the Scheme into full effect, to amend the Articles in connection with the Scheme and, subject to the Scheme becoming Effective, to re-register the Company as a private company, was passed on a show of hands.

 

The total number of EG Shares in issue at the Voting Record Time was 22,682,937 of which none were treasury shares which do not have voting rights. Consequently, the total voting rights in the Company at the Voting Record Time were 22,682,937.

 

 

Effective date and timetable

Completion of the Scheme remains subject to satisfaction or (if capable of waiver) waiver of the other Conditions set out in the Scheme Document including the sanction by the Court of the Scheme at the Scheme Court Hearing. The expected timetable of principal events for the implementation of the Scheme remains as set out on page 9 of the Scheme Document.

As described in the Scheme Document, the Scheme Court Hearing (to sanction the Scheme) is expected to take place on 1 November 2017.  It is expected that the admission of the Scheme Shares to trading on AIM will be cancelled at 7.00 a.m. on 6 November 2017 and dealings in such shares will be suspended from 7.30 a.m. on 2 November 2017. It is anticipated that the Effective Date of the Scheme will be 3 November 2017.

The dates stated above are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or (if capable of waiver) waived.  If any of the times and/or dates in the expected timetable change, the revised times and/or dates will be notified to EG Shareholders by announcement through a Regulatory Information Service.

Other

Unless otherwise specified, any defined terms used in this announcement are as set out in the Scheme Document.

The Company remains in an "Offer Period" as defined in the Code.  Accordingly, the dealing disclosure requirements listed below will apply.

ENDS

CONTACTS

 

eg solutions plc

+44 (0) 1785 715772

Elizabeth Gooch

Michael Woolley




 

N+1 Singer

 

+44 (0)20 7496 3000

Shaun Dobson

Alex Price

 


Yellow Jersey PR Limited


Felicity Winkles

Joe Burgess

+44 (0) 7748 843871

+44 (0) 7769 325254

 

Important Notices

 

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser, nominated adviser and broker for EG and for no-one else in connection with the matters referred to in this announcement and will not be responsible to any person other than EG for providing the protections afforded to clients of N+1 Singer, nor for providing advice in relation to the matters referred to herein. Neither N+1 Singer nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of N+1 Singer in connection with the matters referred to in this announcement, or otherwise.

 

IMPORTANT NOTES

 

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities, or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of securities of EG in any jurisdiction in contravention of applicable law. The Offer will be effected solely through the Scheme Document (or, if the Offer is implemented by way of a Contractual Offer, the offer document) which will contain the full terms and conditions of the Offer. Any vote, decision in respect of, or other response to, the Scheme (or the Contractual Offer, if applicable) should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document). Each EG Shareholder is urged to consult its independent professional advisers immediately regarding the tax consequences of the Offer applicable to them.

 

Overseas jurisdictions

 

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer, disclaim any responsibility or liability for the violation of such restrictions by any person.

 

The availability of the Offer to persons who are not resident in the United Kingdom may be restricted by the laws and/or regulations of the relevant jurisdictions in which they are located. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders are contained in the Scheme Document.

 

This Announcement has been prepared pursuant to and for the purpose of complying with English law, the Code, the AIM Rules and the Rules of the London Stock Exchange 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 of jurisdictions outside of England.

 

Copies of this announcement and formal documentation relating to the Offer will not be, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Offer. If the Offer is implemented by way of a Contractual Offer (unless otherwise permitted by applicable law or regulation), the Contractual Offer may not be made, directly or indirectly, in or into or from any Restricted Jurisdiction

 

United States Shareholders

 

Shareholders in the United States should note that the Offer relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in or referred to in this document has been or will be prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

 

EG is incorporated under the laws of England. All of the officers and directors of EG are residents of countries other than the United States. It may not be possible to sue EG in a non-US court for violations of US securities laws. It may be difficult to compel EG and its respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

 

The statements contained in this announcement are not to be construed as legal, business, financial or tax advice.

 

Please be aware that addresses, electronic addresses and certain other information provided by EG Shareholders, persons with information rights and other relevant persons for the receipt of communications from EG may be provided to Verint during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

 

Disclosure requirements

 

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror before 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 one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

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 of the Code).

 

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 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.

 

In accordance with normal UK practice, Verint or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, EG Shares, other than pursuant to the Offer, until the date on which the Scheme (or Contractual Offer, if applicable) becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

 

Publication on website

 

Pursuant to Rule 26.1 of the Code, a copy of this announcement will, subject to certain restrictions, be available at www.egsplc.com/regulatory-news no later than 12 noon (London time) on the day following this announcement. The contents of the websites referred to in this announcement are not incorporated into, and do not form part of, this announcement.

 

Rounding

 

Certain figures included in this Announcement have been subjected to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

 


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