TIDMPSK
RNS Number : 0227E
ProStrakan Group plc
31 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
31 March 2011
Recommended cash acquisition of ProStrakan Group plc by Kyowa
Hakko Kirin Co., Ltd.
Results of Court Meeting and General Meeting
On 21 February 2011, the boards of Kyowa Hakko Kirin Co., Ltd.
("KHK") and ProStrakan Group plc ("ProStrakan") announced that they
had reached agreement on the terms of a recommended cash
acquisition by KHK of the entire issued and to be issued share
capital of ProStrakan (the "Acquisition"), to be implemented by way
of a scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").
ProStrakan is pleased to announce that, at the Court Meeting and
General Meeting held earlier today, all resolutions proposed in
relation to the Scheme were approved by the necessary majorities.
Details of the resolutions passed are set out in the notices of the
Court Meeting and General Meeting contained in the Scheme Document
dated 8 March 2011.
Voting results
The voting results in relation to the Court Meeting and the
General Meeting are summarised below:
COURT MEETING
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
99.97% by value of those Scheme Shares voted, voted in favour of
the resolution to approve the Scheme (representing 84.47% of the
total Scheme Shares). The resolution to approve the Scheme was
conducted by way of a poll and the results were as follows:
Percentage Number of Percentage of
Numbers of of Scheme Scheme Scheme
Scheme Shares Shares voted Shareholders Shareholders
voted (%) who voted who voted (%)
FOR 172,571,646 99.97 263 96.34
AGAINST 57,860 0.03 10 3.66
Accordingly, the resolution proposed at the Court Meeting was
duly passed.
GENERAL MEETING
At the General Meeting, the voting on the Special Resolution to
approve other associated matters necessary to implement the Scheme
was taken on a poll and the results were as follows:
Numbers of ProStrakan Percentage of ProStrakan
Shares voted Shares voted (%)
FOR 173,354,090 99.97
AGAINST 57,860 0.03
VOTE WITHHELD 2,047 0.00
A vote 'withheld' is not a vote in law and accordingly is not
counted in the calculation of the proportion of votes for and
against the Special Resolution. Accordingly, the special Resolution
proposed at the General Meeting was duly passed.
Next steps
Completion of the Acquisition remains subject to the
satisfaction or, if permitted, waiver of the remaining Conditions
of the Scheme set out in the Scheme Document, including the Court
sanctioning the Scheme and confirming the Capital Reduction at the
Scheme Court Hearing which is expected to take place on 20 April
2011.
It is expected that the listing of and dealings in ProStrakan
Shares will be suspended with effect from 6.00 p.m. on 19 April
2011 and the Scheme will become effective on 21 April 2011 and the
listing of ProStrakan Shares will be cancelled with effect from
8.00 a.m. on 21 April 2011. If any of the expected dates change,
ProStrakan will, unless the Panel otherwise directs, give notice of
the change by issuing an announcement through a Regulatory
Information Service.
A copy of the Special Resolution passed at the General Meeting
has been submitted to the National Storage Mechanism at
www.hemscott.com/nsm.do.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Scheme Document posted to ProStrakan Shareholders on 8
March 2011.
This announcement will be made available on the ProStrakan
website at www.prostrakan.com
Enquiries
ProStrakan Group plc Telephone:+44 1896
Peter Allen, Chairman and Acting Chief 64000
Executive
Allan Watson, Chief Financial Officer
Callum Spreng, Corporate Communications
J.P. Morgan Cazenove Telephone:+44 20 7742
(Lead Financial Adviser and Joint Corporate 4000
Broker to ProStrakan)
John Muncey
Dwayne Lysaght
Gina Gibson
Numis Securities Limited Telephone:+44 20 7260
(Rule 3 Adviser and Joint Corporate 1000
Broker to ProStrakan)
Michael Meade
James Black
Kyowa Hakko Kirin Co., Ltd. Telephone: +81 3 3282
Tetsuro Kuga, General Manager, Corporate 0009
Communications
Yasuhiro Yamamoto, Corporate Communications
Bank of America Merrill Lynch Telephone: +81 3 6225
(Sole Financial Adviser and Corporate 7000
Broker to KHK) Telephone:+44 20 7996
Tokyo 1000
Akihiko Manaka
Isana Endo
London
Rupert Hill
Glenn Rewick
J.P. Morgan plc, which operates its investment banking business
in the United Kingdom under the name J.P. Morgan Cazenove and which
is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for ProStrakan and no one
else in connection with the Acquisition and will not be responsible
to anyone other than ProStrakan for providing the protections
afforded to clients of J.P. Morgan plc or for providing advice in
connection with the Acquisition or any matter referred to in this
announcement.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively for ProStrakan and no-one else in connection with the
Acquisition and will not be responsible to anyone other than
ProStrakan for providing the protections afforded to clients of
Numis Securities Limited or for providing advice in connection with
the Acquisition or any other matter referred to in this
announcement.
Bank of America Merrill Lynch is acting exclusively for KHK and
no-one else in connection with the Acquisition and will not be
responsible to anyone other than KHK for providing the protections
afforded to clients of Bank of America Merrill Lynch or for
providing advice in relation to the Acquisition or any other matter
referred to in this announcement.
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 nor shall there be any sale,
issuance or transfer of securities of ProStrakan in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document, which contains
the full terms and conditions of the Acquisition.
This announcement has been prepared for the purpose of complying
with English and Scots law, the Listing Rules, the rules of the
London Stock Exchange 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. 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. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
Shareholders in the United States should note that the Scheme
relates to the shares of a company incorporated in Scotland and
will be governed by Scots 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 and
procedures applicable to schemes of arrangement under Scots Law,
which differ from the disclosure and procedural requirements of the
US proxy solicitation rules and tender offer rules.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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