TIDMBBAY
RNS Number : 9681W
BlueBay Asset Management PLC
29 November 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
RECOMMENDED ACQUISITION OF BLUEBAY ASSET MANAGEMENT PLC BY ROYAL
BANK OF CANADA - RESULTS OF COURT MEETING AND GENERAL MEETING
On 18 October 2010, the boards of Royal Bank of Canada ("RBC")
and BlueBay Asset Management plc ("BlueBay") announced that they
had reached agreement on the terms of the recommended acquisition
by RBC of the entire issued share capital of BlueBay. The
acquisition is to be effected by way of a Court sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006.
The board of BlueBay announces that the Court Meeting and the
General Meeting convened in relation to the proposed acquisition,
which were held earlier today, have both concluded successfully.
All resolutions proposed, as set out in the notices of each meeting
contained in the Scheme Document dated 5 November 2010, received
the necessary majorities and were accordingly approved. A summary
of the voting results is set out below.
Unless the context otherwise requires, terms defined in the
Scheme Document dated 5 November 2010 have the same meaning in this
announcement.
Voting results of the Court Meeting
The vote was conducted by way of a poll and the results were as
follows:
Resolution:
That the scheme of arrangement dated 5 November 2010 and
proposed to be made between BlueBay and the holders of the Scheme
Shares be and is hereby approved.
% of % of % of % of
Shareholders Shareholders Shares Shareholders Shareholders Votes Shares
for voted Votes for voted against voted against voted
------------- ------------- ------------ ------- ------------- ------------- -------- -------
113 99.1 119,778,476 99.9 1 0.9 200 0.01
------------- ------------- ------------ ------- ------------- ------------- -------- -------
Voting results of the General Meeting
The vote was conducted by way of a poll and the results were as
follows:
Resolution 1:
Special resolution to approve certain matters necessary or
desirable to give effect to the Scheme and to approve the amendment
of the Articles of Association of the Company by the adoption and
inclusion of a new article 136 as referred to in the Notice of the
General Meeting.
% of shares % of shares Votes
Votes for voted Votes against voted withheld*
------------ -------------- -------------- --------------- ---------------
119,560,024 99.98 20,100 0.02 616,580
------------ -------------- -------------- --------------- ---------------
Resolution 2:
Special resolution directing the BlueBay directors: (i) to use
all reasonable endeavours to ensure that the Scheme becomes
effective and to proceed to the court hearing for the purpose of
obtaining approval of the court confirming the Scheme and the
associated reduction of capital notwithstanding any Alternative
Proposal or other circumstance; and (ii) not to agree to or adopt
or support any Alternative Proposal.
% of shares % of shares Votes
Votes for voted Votes against voted withheld*
------------ -------------- -------------- --------------- ---------------
119,333,599 99.80 243,462 0.20 616,580
------------ -------------- -------------- --------------- ---------------
* A vote "withheld" is not a vote in law and accordingly is not
counted in the calculation of the proportion of the votes for and
against the special resolutions.
Regulatory Update
BlueBay and RBC are pleased to announce that RBC's acquisition
of control of BlueBay has been approved by the Financial Services
Authority. In addition, RBC and BlueBay have determined that the
proposed acquisition falls below the relevant thresholds for
European Commission merger review and consequently no EC filing has
been made or is required. The scheme, which remains subject to the
other terms and conditions set out in the scheme document sent to
shareholders on 5 November 2010, is expected to become effective on
17 December 2010. If there is any revision to this timetable, an
appropriate announcement will be made as soon as practicable.
For further information:
BlueBay Asset Management:
Tel: +44 (0)20 7389 3700
Hugh Willis, CEO
Nick Williams, CFO
Alex Khein, COO
Spencer House Partners LLP:
Tel: +44 (0)20 7647 8529
Jeremy Sillem
Andrew Malcolm
Credit Suisse Securities (Europe) Limited:
Tel: +44 (0)20 7888 8888
John Hannaford (Corporate Broking)
Hamish Summerfield
Zachary Brech
Financial Dynamics:
Tel: +44 (0)20 7269 7114
Nick Henderson
Copies of this announcement are available on the Company's
website: http://www.bluebayinvest.com.
FURTHER INFORMATION
This announcement is not intended to, and does not, constitute
or form part of an offer to sell, or otherwise dispose of, or
constitute an invitation or the solicitation of an offer to
purchase, subscribe for or otherwise acquire any securities or the
solicitation of any vote or approval in any jurisdiction, pursuant
to the Acquisition or otherwise.
Spencer House Partners LLP, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively for BlueBay and for no one else in connection with the
Acquisition and will not be responsible to any person other than
BlueBay for providing the protections afforded to clients of
Spencer House Partners LLP, nor for providing advice in relation to
the Acquisition, the content of this announcement or any matter
referred to herein. Neither Spencer House Partners LLP nor any of
its subsidiaries, branches or 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 Spencer House Partners LLP in
connection with this announcement, any statement contained herein
or otherwise.
Credit Suisse Securities (Europe) Limited, which is authorised
and regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for BlueBay and for no one else in
connection with the Acquisition and will not be responsible to any
person other than BlueBay for providing the protections afforded to
clients of Credit Suisse, nor for providing advice in relation to
the Acquisition, the content of this announcement or any matter
referred to herein. Neither Credit Suisse nor any of its
subsidiaries, branches or 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 Credit Suisse in connection with this
announcement, any statement contained herein or otherwise.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom may be restricted by law and the
availability of the Acquisition to BlueBay shareholders who are not
resident in the UK may be affected by the laws of the relevant
jurisdictions. Therefore any persons who are subject to the law of
any jurisdiction other than the UK should inform themselves about,
and observe, any applicable requirements.
This announcement has been prepared for the purposes of
complying with English law and the Code 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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