TIDMDMP
RNS Number : 2340V
DM Plc
09 January 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION
9 January 2012
RECOMMENDED CASH OFFER
by
ADRIAN WILLIAMS
for
DM PLC ("DM")
(to be effected by means of a Scheme of Arrangement)
RESULTS OF COURT MEETING AND GENERAL MEETING
On 7 December 2011, Adrian Williams and the Independent Director
of DM announced that they had reached agreement on the terms of a
recommended cash offer to be made by Adrian Williams to acquire the
entire issued share capital of the Company not already owned by him
(the "Acquisition"), to be implemented by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme of
Arrangement" or the "Scheme"). A shareholder circular containing
the terms of the Acquisition and the Scheme (the "Scheme Document")
was posted to holders of ordinary shares of 1 pence each in the
capital of the Company ("DM Shareholders") on 9 December 2011.
Unless otherwise stated, defined terms shall have the meaning given
to them in the Scheme Document.
The Court Meeting and the General Meeting were held today to
consider and approve the Scheme. The Directors are pleased to
announce that, at the Court Meeting and the 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 the General Meeting contained in the Scheme Document dated 9
December 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 the Independent
Scheme Shareholders who voted (either in person or by proxy),
representing 99.3% by value of those Independent Scheme Shares
voted (representing 38.9% of the total Independent Scheme Shares),
voted in favour of the resolution to approve the Scheme. The
resolution to approve the Scheme was conducted by way of a poll and
the results were as follows:
Number of Independent Percentage of Number of Independent Percentage of
Scheme Shares voted Independent Scheme Scheme Shareholders who Independent Scheme
Shares voted (%) voted Shareholders who voted
(%)
For 10,305,339 99.36 97 90.65
-------------------------- ------------------------- ------------------------- -------------------------
Against 66,275 0.64 10 9.35
-------------------------- ------------------------- ------------------------- -------------------------
Accordingly, the resolution proposed at the Court Meeting was
duly passed.
General Meeting
At the General Meeting, the Special Resolution to approve other
associated matters necessary to implement the Scheme was conducted
by way of a poll and the results were as follows:
Number of Independent DM Shares voted Percentage of Independent DM Shares voted (%)
For 10,432,542 99.26
-------------------------------------- ----------------------------------------------
Against 73,316 0.70
-------------------------------------- ----------------------------------------------
Vote withheld 3,680 0.04
-------------------------------------- ----------------------------------------------
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.
A copy of the Special Resolution passed at the General Meeting
will be made available on DM's website at www.dmplc.com on or
around 9 January 2012.
Next steps
Completion 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 Court Hearing which is
expected to take place on 25 January 2012. The anticipated
timetable of the remaining principal events in connection with the
Scheme is set out below and reproduced in the Scheme Document.
Subject to the satisfaction or waiver of the Conditions to the
Scheme, the expected timetable of principal events is:
-- last day of dealings in, and for registration of transfers
of, and disablement in CREST of, DM Shares will be 25 January
2012;
-- Court Hearing to sanction the Scheme and confirm the Capital
Reduction will take place on 25 January 2012;
-- suspension of trading in DM Shares will occur at 7.30 a.m. on 26 January 2012;
-- Scheme will become effective on 26 January 2012;
-- cancellation of admission of the DM Shares to trading on AIM
will take place at 7.00 a.m. on 27 January 2012; and
-- despatch of cheques or settlement through CREST in respect of
the consideration due under the Scheme will be made by 9 February
2012.
If any of these expected dates change, DM will, unless the Panel
otherwise directs, give reasonable notice of the change by issuing
an announcement through a Regulatory Information Service.
Enquiries:
Adrian Williams Tel: 01989 769 292
Adrian Williams
DM Tel: 01989 769 292
Mark Winter, Independent Director
Altium (Financial adviser to DM) Tel: 0845 505 4343
Adrian Reed
Adam Sivner
Altium Capital Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for DM and no one else in connection with the Offer and
will not be responsible to anyone other than DM for providing the
protections afforded to customers of Altium Capital Limited nor for
providing advice in relation to the Offer, the Scheme or any
transaction or arrangement referred to in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer to sell or an invitation to purchase any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise. The Offer has been
made solely through the Scheme Document, which contains the full
terms and conditions of the Offer. Any response to the Offer should
be made only on the basis of the information in the Scheme
Document.
The distribution of this announcement in jurisdictions other
than the UK may be restricted by law and therefore any persons who
are subject to the laws of any jurisdiction other than the UK
should inform themselves about, and observe, any applicable
requirements. This announcement has been prepared for the purpose
of complying with English law and the City 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 England.
Unless otherwise determined by Adrian Williams, copies of this
announcement and any other documentation relating to the Offer
(including, without limitation, the Scheme Document and the Forms
of Proxy) are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send any such documents in
or into or from any such Restricted Jurisdiction. Any person
(including, without limitation, custodians, nominees and trustees)
who would, or otherwise intends to, or who may have a contractual
or legal obligation to, forward this announcement and/or the Scheme
Document and/or the Forms of Proxy (if applicable) and/or any other
related document to any jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of any relevant jurisdiction. Neither the
SEC nor any US state securities commission has approved or
disapproved the Offer or passed upon the adequacy or completeness
of this announcement or any other documentation relating to the
Proposal (including, without limitation, the Scheme Document and
the Forms of Proxy). Any representation to the contrary is a
criminal offence.
Dealing Disclosure Requirements
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 paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper offeror, 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 paper
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.
Publication on website
A copy of this announcement will be made available on DM's
website at www.dmplc.com on or around 09 January 2012.
For the avoidance of doubt, the content of the website referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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