TIDMEAGA TIDMCLLN
RNS Number : 7809D
Eaga plc
29 March 2011
28 March 2011
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
Eaga plc
Recommended acquisition of Eaga plc by Carillion plc
Results of Shareholder Meetings
Eaga plc ("Eaga" or the "Company") announces that the
shareholder meetings convened earlier today passed the resolutions
proposed at both meetings by the requisite majorities in respect of
the proposed acquisition to be made by Carillion plc ("Carillion")
of the entire issued and to be issued share capital of the Company
("Acquisition") which is being effected by way of a scheme of
arrangement ("Scheme") between the Company and its shareholders
(other than Carillion, to the extent that it holds shares in the
Company) under Part 26 of the Companies Act 2006.
Court Meeting
The first meeting, convened in accordance with the order of the
Court ("Court Meeting"), sought approval from shareholders for the
Scheme through which the Acquisition is to be effected.
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
99.95 per cent. 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
Shares voted
as a
percentage
of the total
number of
Scheme
Shares held
by Scheme
Shareholders
Number Percentage Number of Percentage entitled to
of Scheme of Scheme Scheme of Scheme vote on the
Shares Shares Shareholders Shareholders resolution
voted voted (%) who voted voting (%) (%)
FOR 125,760,642 99.95 265 96.01 59.93
AGAINST 58,547 0.05 11 3.99 0.03
Accordingly, the resolution proposed at the Court Meeting was
duly passed on a poll vote.
General Meeting
The resolution proposed at the General Meeting was decided on a
poll. The voting results for the General Meeting were as
follows:
Percentage of Eaga
Number of Eaga Shares Shares voted
voted (%)
FOR 125,764,540 99.95
AGAINST 69,022 0.05
VOTE WITHHELD 499,362 -
Accordingly, the resolution proposed at the Court Meeting was
duly passed on a poll vote.
Next Steps
Eaga notes that the FSA has notified Carillion that it has
approved the application for a change in control of Eaga Insurance
Services Limited. Completion of the Acquisition remains subject to
the satisfaction or (if capable of waiver) waiver of the remaining
Conditions, including the sanction of the Scheme and the associated
capital reduction by the Court. The date of the hearing to sanction
the Scheme, is expected to be 15 April 2011 and the hearing to
confirm the capital reduction is expected to be 19 April 2011. If
the Court sanctions the Scheme and confirms the capital reduction,
it is expected that the Scheme will become effective on 20 April
2011 and that the cancellation of the listing of Eaga Shares will
take place by 8.00 a.m. on 21 April 2011. If the Scheme does become
effective on 20 April 2011, it is expected that the admission of
the New Carillion Shares to trading on the London Stock Exchange's
main market for listed securities will take effect on 21 April
2011.
The dates stated above are indicative only and will depend,
among other things, on the dates upon which the Court sanctions the
Scheme and confirms the associated capital reduction and the date
on which the Conditions are satisfied or (if capable of waiver)
waived.
Other
Copies of the resolution passed at the General Meeting will be
submitted to the National Storage Mechanism and will shortly be
available for inspection at www.hemscott.com/nsm.do.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the document sent to shareholders in relation to the Scheme
dated 4 March 2011.
Enquiries:
Eaga plc
Drew Johnson, Chief Executive Officer +44 (0) 191 245 8501
Giles Sharp, Chief Financial Officer
J.P. Morgan Cazenove (Lead Financial Adviser +44 (0) 20 7588
2828 and Joint Corporate Broker)
Patrick Magee
Dwayne Lysaght
Guy Marks
Noble Grossart (Financial Adviser) +44 (0) 131 226 7011
Guy Stenhouse
Todd Nugent
Brewin Dolphin (Joint Corporate Broker) +44 (0) 20 7248 4400
Graeme Summers
Nick Owen
Sandy Fraser
J.P. Morgan plc, which conducts its UK investment banking
business as J.P. Morgan Cazenove and is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively for Eaga and for no one else in connection with the
Acquisition and this announcement, and will not be responsible to
anyone other than Eaga for providing the protections afforded to
clients of J.P. Morgan plc nor for providing advice in connection
with the Acquisition or this announcement or any matter referred to
herein.
Noble Grossart Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Eaga and for no one else in connection with the
Acquisition and this announcement, and will not be responsible to
anyone other than Eaga for providing the protections afforded to
clients of Noble Grossart Limited nor for providing advice in
connection with the Acquisition or this announcement or any matter
referred to herein.
Brewin Dolphin Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Eaga and for no one else in connection with the
Acquisition and this announcement, and will not be responsible to
anyone other than Eaga for providing the protections afforded to
clients of Brewin Dolphin Limited nor for providing advice in
connection with the Acquisition or this announcement or any matter
referred to herein.
Further Information
This announcement is not intended to, and does not constitute,
or form part of, an offer to sell or any invitation to purchase or
subscribe for any securities or the solicitation of an 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 Acquisition or
otherwise. This announcement does not constitute a prospectus or a
prospectus equivalent document. Shareholders of Eaga are advised to
read carefully the formal documentation in relation to the
Acquisition.
Overseas Jurisdictions
This announcement has been prepared for the purpose of complying
with English law, the Code and the Listing Rules and 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 the United Kingdom.
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore persons
into whose possession this announcement comes should inform
themselves about and observe such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction.
NOTICE TO US INVESTORS
The Acquisition relates to the shares of an English company and
is being implemented by means of a scheme of arrangement provided
for under English company law. The Acquisition is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement which differ from the disclosure and other
requirements of US securities laws. Financial information relating
to Eaga included, referred to or incorporated by reference in the
relevant documentation has been prepared in accordance with
accounting standards applicable in the UK that may not be
comparable to the financial statements of US companies.
This announcement is not an offer of securities for sale in the
United States. The New Carillion Shares will not be, and are not
required to be, registered with the SEC in the United States under
the US Securities Act, in reliance upon the exemption from the
registration requirements of the US Securities Act provided by
section 3(a)(10) of that Act.
Neither the SEC nor any other US federal or state securities
commission or regulatory authority has approved or disapproved the
New Carillion Shares or passed an opinion on the adequacy of the
Scheme Document or this announcement.
PUBLICATION ON EAGA WEBSITE
A copy of this announcement will be available free of charge for
inspection on Eaga's website at www.eaga.com by no later than 8.00
a.m. (London time) on 29 March 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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