TIDMINRE
RNS Number : 2051I
Invista Real Est Inv. Mgt Hldgs PLC
20 July 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Press Release 20 July 2012
RECOMMENDED CASH OFFER
for
Invista Real Estate Investment Management Holdings plc
("Invista")
by
Palmer Capital Investors (India) Limited ("Palmer Capital")
Results of the Court Meetings and General Meeting
The Board of Invista announces that the resolutions relating to
the approval of the recommended acquisition of Invista by Palmer
Capital were today passed by the requisite majorities at the Court
Meetings and the special resolution to implement the Scheme was
also passed by the requisite majority at the subsequent General
Meeting. Unless otherwise defined, all capitalised terms shall have
the same meaning as in the scheme document circulated to
shareholders and dated 27 June 2012 (the "Scheme Document").
First Court Meeting
At the First Court Meeting, the resolution to approve the Scheme
set out in the notice of the First Court Meeting was approved on a
poll by a majority in number of Scheme Shareholders who voted
(either in person or by proxy), representing 99.99 per cent. in
value of the Scheme Shares held by Scheme Shareholders who so
voted. Details of the votes cast were as follows:
Number of Percentage Number of Percentage Number of
Scheme of Scheme of Scheme Scheme Shares
Shares voted Scheme Shareholders Shareholders voted as
Shares voted voting voting (%) a percentage
(%) of the total
number of
Scheme Shares
held by Scheme
Shareholders
entitled
to vote on
the resolution
(%)
--------- -------------- -------------- -------------- -------------- ----------------
FOR 237,225,637 99.99 30 96.77 88.75
--------- -------------- -------------- -------------- -------------- ----------------
AGAINST 5,555 0.01 1 3.23 11.25
--------- -------------- -------------- -------------- -------------- ----------------
Accordingly, the resolution proposed at the First Court Meeting
was duly passed on a poll vote.
Second Court Meeting
At the Second Court Meeting, the resolution to approve the
Scheme set out in the notice of the Second Court Meeting was
approved on a poll by a majority in number of Scheme Shareholders
who voted (either in person or by proxy), representing 100 per
cent. in value of the Scheme Shares held by Scheme Shareholders who
so voted. Details of the votes cast were as follows:
Number of Percentage Number of Percentage Number of
Scheme of Scheme of Scheme Scheme Shares
Shares voted Scheme Shareholders Shareholders voted as
Shares voted voting voting (%) a percentage
(%) of the total
number of
Scheme Shares
held by Scheme
Shareholders
entitled
to vote on
the resolution
(%)
--------- -------------- -------------- -------------- -------------- ----------------
FOR 50,000 100 1 100 100
--------- -------------- -------------- -------------- -------------- ----------------
AGAINST 0 0 0 0 0
--------- -------------- -------------- -------------- -------------- ----------------
Accordingly, the resolution proposed at the Second Court Meeting
was duly passed on a poll vote.
General Meeting
At the General Meeting, the special resolution to approve the
Scheme and provide for its implementation was duly passed on a
poll. Details of the votes cast were as follows:
Number of Percentage Number of Percentage Number of
Invista of Invista of Invista Invista Shares
Shares voted Invista Shareholders Shareholders voted as
Shares voted voting voting (%) a percentage
(%) of the total
number of
Invista Shares
held by Invista
Shareholders
entitled
to vote on
the resolution
(%)
--------- -------------- -------------- -------------- -------------- -----------------
FOR 237,228,794 99.99 31 96.88 88.75
--------- -------------- -------------- -------------- -------------- -----------------
AGAINST 5,555 0.01 1 3.125 11.25
--------- -------------- -------------- -------------- -------------- -----------------
Next Steps
Implementation of the Scheme remains subject to the satisfaction
of the remaining conditions set out in Part Three of the Scheme
Document, including the sanction of the Scheme by the Court. The
Scheme Court Hearing is expected to take place on 7 August 2012. It
is expected that dealings in Invista Shares will be suspended at
7.30 a.m. on 9 August 2012 and the Scheme will become effective on
10 August 2012.
The dates stated above are indicative only. If any of the
expected dates change, Invista will give notice of the change by
issuing an announcement through a Regulatory Information Service
(as defined in the Code).
- Ends -
For further information:
Invista
Douglas Ferrans +44 20 7397 3784
Guy Eastaugh +44 20 7397 3772
Canaccord Genuity Hawkpoint Limited
(Financial adviser to Invista)
Charles Williams +44 207 665 4500
Edward Arkus +44 207 665 4500
Canaccord Genuity Limited (Broker to Invista)
Roger Lambert +44 20 7523 8350
Bruce Garrow +44 20 7523 8350
FTI Consulting (Public relations adviser
to Invista)
Ed Gascoigne-Pees +44 20 7269 7132
Palmer Capital
Alex Price +44 20 7409 5500
Ray Palmer +44 20 7409 5500
Fenchurch Advisory Partners (Financial
adviser to Palmer Capital)
Richard Locke +44 20 7382 2222
Graham Marchant +44 20 7382 2222
Canaccord Genuity Hawkpoint Limited, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting as financial adviser to Invista and is acting
for no-one else in connection with the Offer and will not be
responsible to anyone other than Invista for providing the
protections afforded to clients of Canaccord Genuity Hawkpoint
Limited nor for providing advice in connection with the Offer or
any other matter referred to in this document.
Fenchurch Advisory Partners, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is
acting exclusively as financial adviser to Palmer Capital and no
one else in connection with the Offer and will not be responsible
to anyone other than Palmer Capital for providing the protections
afforded to customers of Fenchurch Advisory Partners nor for
providing advice in relation to the Offer or any other matter
referred to in this document.
Dealing 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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