TIDMPLND TIDMTTM
RNS Number : 2189J
Poundland Group PLC
07 September 2016
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
7 September 2016
RECOMMED CASH OFFER
for
Poundland Group plc
by
Steinhoff Europe AG
Voting results of the Court Meeting and General Meeting held on
7 September 2016
The boards of Poundland Group plc ("Poundland") and Steinhoff
International Holdings N.V. ("Steinhoff") are pleased to announce
that the Court Meeting and the General Meeting in connection with
the recommended cash offer by Steinhoff Europe AG ("SEAG") for the
entire issued and to be issued share capital of Poundland not
already directly or indirectly owned by it (the "Offer"), held
today at Wellmans Road, Willenhall, West Midlands WV13 2QT, were
each successfully concluded and:
- Scheme Shareholders voted to approve the Scheme at the Court Meeting; and
- holders of Poundland Shares voted to pass the Special
Resolution in relation to the Scheme at the General Meeting.
The total number of Poundland Shares in issue at the Voting
Record Time was 268,701,797. Consequently, the total voting rights
in Poundland at the Voting Record Time were 268,701,797. The voting
results and the total votes cast at each meeting are set out below
and will be posted on Poundland's website.
Details of the resolutions are set out in the notices of the
Court Meeting and General Meeting contained in the scheme document
published on 12 August 2016 in relation to the Offer (the "Scheme
Document") which is available on Poundland's and Steinhoff's
websites at www.poundlandcorporate.com and
www.steinhoffinternational.com respectively.
Poundland and Steinhoff further note that on 31 August 2016,
Steinhoff received unconditional merger clearance of the Offer from
the European Commission.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder, present in person or by proxy,
was entitled to one vote per Scheme Share held at the Voting Record
Time.
Results No. of % of Scheme No. of % of Scheme No. of
of Court Scheme Shares Scheme Shareholders Scheme
Meeting Shares voted Shareholders who voted Shares
voted who voted voted
as a %
of issued
ordinary
share
capital
----------- ------------ ------------ -------------- -------------- -----------
FOR 165,788,259 97.86% 190 79.17% 61.70%
----------- ------------ ------------ -------------- -------------- -----------
AGAINST 3,623,084 2.14% 50 20.83% 1.35%
----------- ------------ ------------ -------------- -------------- -----------
TOTAL 169,411,343 - 240 - 63.05%
----------- ------------ ------------ -------------- -------------- -----------
Voting results of the General Meeting
The table below sets out the results of the poll at the General
Meeting. Each holder of Poundland Shares, present in person or by
proxy, was entitled to one vote per Poundland Share held at the
Voting Record Time.
FOR* AGAINST TOTAL WITHHELD**
------------------ --------------------- ------------------- --------------------- -----------
Special No. % No. % No. of % of No. of
Resolution of Votes of Votes Votes ISC Votes
Votes Votes voted
------------------ ------------ ------- ---------- ------- ------------ ------- -----------
Approval
of the
implementation
of the
Scheme,
amendment
of the
Poundland
Articles
and the
re-registration
of Poundland
as a private
limited
company 216,535,212 98.36% 3,607,294 1.64% 220,142,506 81.93% 240,526
------------------ ------------ ------- ---------- ------- ------------ ------- -----------
* Includes discretionary votes
** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
Special Resolution.
Effective Date of the Scheme and timetable
The Scheme remains subject to sanction by the Court at the Court
Hearing, which is expected to take place on 15 September 2016, and
the satisfaction (or, if capable of waiver, the waiver) of other
Conditions to the Scheme. Subject to the Scheme receiving the
sanction of the Court on that date, the Scheme is expected to
become effective on 16 September 2016.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 3 of the
Scheme Document. If any of the key dates set out in the timetable
change, Poundland and Steinhoff will give notice of this change by
issuing an announcement through a Regulatory Information Service
and by making such announcement available on Poundland's and
Steinhoff's websites at www.poundlandcorporate.com and
www.steinhoffinternational.com respectively.
Copies of the resolutions will be submitted to the National
Storage Mechanism and will be available in due course for
inspection at www.morningstar.co.uk/uk/NSM.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Scheme
Document.
Further Information
Linklaters LLP are providing legal advice to Steinhoff and SEAG.
Freshfields Bruckhaus Deringer LLP are providing legal advice to
Poundland.
Enquiries
Poundland
Tel: +44 (0)12
Darren Shapland, Chairman 1526 8688
Philip Dorgan, Head of Investor Tel: +44 (0)12
Relations 1568 7000
J.P. Morgan Cazenove (joint Tel: +44 (0)
financial adviser and corporate 20 7742 4000
broker to Poundland)
Toby Radford / Caroline Thomlinson
Mark Breuer / James Robinson
Rothschild (joint financial Tel: +44 (0)
adviser to Poundland) 20 7280 5000
Majid Ishaq
John Byrne
Shore Capital (corporate broker Tel: +44 (0)
to Poundland) 20 7408 4050
Dru Danford
Patrick Castle
Citigate Dewe Rogerson (PR adviser
to Poundland)
Simon Rigby Tel: +44 (0)
20 7282 2847
Kevin Smith Tel: +44 (0)
20 7282 1054
Nick Hayns Tel: +44 (0)
20 7282 1032
Steinhoff and SEAG Tel: +27 (0)21
808 0711
Mariza Nel, Director, Corporate
Services (Investor Relations)
Nick Agarwal (UK Press) Tel: +44 (0)75
6810 1045
Investec Bank plc (financial Tel: +44 (0)20
adviser to Steinhoff and SEAG) 7597 4000
Andrew Pinder / David Anderson
Sara Hale / Henry Reast (Corporate
Broking)
Further information:
Investec Bank plc is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the UK. Investec Bank plc is
acting exclusively as financial adviser to Steinhoff and SEAG and
no one else in connection with the Offer and shall not be
responsible to anyone other than Steinhoff and SEAG for providing
the protections afforded to clients of Investec Bank plc nor for
providing advice in connection with the Offer or any matter
referred to herein.
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as financial
adviser exclusively for Poundland and no one else in connection
with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than
Poundland for providing the protections afforded to clients of J.P.
Morgan Cazenove, nor for providing advice in relation to any matter
referred to herein.
N. M. Rothschild & Sons Limited, which is authorised by the
Prudential Regulation Authority and regulated by the FCA and the
Prudential Regulation Authority in the United Kingdom, is acting
exclusively for Poundland and no one else in connection with the
Offer and will not be responsible to anyone other than Poundland
for providing the protections afforded to its clients or for
providing advice in relation to the Offer or any other matters
referred to in this announcement.
Shore Capital Stockbrokers Limited ("Shore Capital") which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority is acting as corporate broker to Poundland and no
one else in connection with the Offer and other matters described
in this Announcement and will not be responsible to anyone other
than Poundland for providing the protections afforded to clients of
Shore Capital or for providing advice in relation to the Offer and
other matters described in this announcement.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer shall be made solely
by means of the Scheme Document or any document by which the Offer
is made which shall contain the full terms and Conditions of the
Offer, including details of how to vote in respect of the
acquisition.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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 the United Kingdom.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.poundlandcorporate.com by no
later than 12 noon (London time) on the business day following this
announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
The Offer relates to shares of a UK company and is proposed to
be effected by means of a scheme of arrangement under the laws of
England and Wales. A transaction effected by means of a scheme of
arrangement is not subject to proxy solicitation or tender offer
rules under the US Securities Exchange Act of 1934 (the "US
Exchange Act"). Accordingly, the Offer is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom
to schemes of arrangement, which differ from the requirements of US
proxy solicitation or tender offer rules. However, if SEAG were to
elect to implement the Offer by means of a takeover, such takeover
offer shall be made in compliance with all applicable laws and
regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Such a takeover would be made in the
United States by SEAG and no one else. In addition to any such
takeover offer, SEAG, certain affiliated companies and the nominees
or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Poundland outside such takeover
offer during the period in which such takeover offer would remain
open for acceptance. If such purchases or arrangements to purchase
were to be made they would be made outside the United States and
would comply with applicable law, including the US Exchange
Act.
Unless otherwise determined by SEAG or required by the Takeover
Code, and permitted by applicable law and regulation, the Offer
shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
offer by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Offer (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction.
The availability of the Offer to Poundland Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
The Offer shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial
Conduct Authority and the UKLA.
Forward Looking Statements
This announcement may contain statements about Steinhoff, SEAG
and Poundland that are or may be forward looking statements. All
statements other than statements of historical facts included in
this announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Steinhoff's or
Poundland's operations and potential synergies resulting from the
Offer; and (iii) the effects of government regulation on
Steinhoff's or Poundland's business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. Each of
Steinhoff, SEAG and Poundland disclaims any obligation to update
any forward looking or other statements contained herein, except as
required by applicable law.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Steinhoff or Poundland, as appropriate, for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for
Steinhoff or Poundland, as appropriate.
Disclosure requirements of 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 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) 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 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 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. 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
securities exchange 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
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBEAFNXELXKEFF
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September 07, 2016 07:50 ET (11:50 GMT)
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