TIDMLEF
RNS Number : 3803W
Ludgate Environmental Fund Limited
08 February 2017
Ludgate Environmental Fund Limited (the "Company")
Results of the Extraordinary General Meeting
Ludgate Environmental Fund Limited is pleased to announce that
the ordinary resolution proposed at the Extraordinary General
Meeting of the Company held at 10.00 am today was passed. The
resolution was voted on by means of a poll.
The resolution was to approve certain amendments to the current
Investment Advisory Agreement between the Company and Ludgate
Investments Limited (the "Proposed Amendments") for the purposes of
Rule 16 of the City Code on Takeovers and Mergers (the "City
Code"). It is intended that the Proposed Amendments will be
implemented in connection with the recommended cash offer made by
Headway Investment Partners III L.P. ("Headway") for the entire
issued ordinary capital of the Company (the "Offer"). Further
details of the Offer and the Proposed Amendments are set out in the
offer document published by Headway and the Company on 18 January
2017, a copy of which is available on the Company's website
www.ludgateenvironmental.com.
Implementation of the Proposed Amendments will not take place
until a later stage once the Offer has become unconditional in all
respects, in relation to which a further announcement will be made
by the Company in due course.
The poll results below show only the votes cast by independent
shareholders as required by Rule 16 of the City Code.
Resolution No. of % No. % Total % of No.
Votes of Votes No. of issued of
"For" "Against" Votes independent Votes
Cast by share Withheld
Those capital
Entitled voted(1)
to Vote
------------- ------------- -------- ------------ ------- ------------- ------------- ----------
Approval
of the
Proposed
Amendments 36,225,924 90.06 4,000,000 9.94 40,225,924 85.88 0
------------- ------------- -------- ------------ ------- ------------- ------------- ----------
(1) The total number of shares in the Company held by
independent shareholders entitled to vote on the resolution at the
Extraordinary General Meeting was 46,842,025.
8(th) February 2017
For further information contact:
Ludgate Environmental Fund Limited +44 (0) 1534 609034
John Shakeshaft, Chairman
Ludgate Investments Limited +44 (0) 20 3478 1000
Gijs Voskamp, Chief Investment Officer
Panmure Gordon (NOMAD, Broker) +44 (0) 20 7866 2713
Paul Fincham
IMPORTANT NOTICES
Disclaimers
Panmure Gordon, which is authorised and regulated in the UK by
the Financial Conduct Authority is acting exclusively for Ludgate
and no one else in connection with the matters set out in this
announcement. In connection with such matters, Panmure Gordon will
not regard any other person as its client, nor will it be
responsible to any other person for providing the protections
afforded to clients of Panmure Gordon or for providing advice in
relation any matter referred to herein. Panmure Gordon does not
accept any responsibility whatsoever to any person other than
Ludgate for the contents of this announcement or for any statement
made or purported to be made by it or on its behalf in connection
with the Offer. Panmure Gordon accordingly disclaims all and any
liability whether arising in tort, contract or otherwise which it
might otherwise have in respect of this announcement or any such
statement.
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of 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 Offer
Document (together with, in the case of Ordinary Shares in
certificated form, the Form of Acceptance) which contain the full
terms and conditions of the Offer, including details of how the
Offer may be accepted. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in the Offer Document (as updated by this
announcement) and, in the case of Ordinary Shares in certificated
form, the Form of Acceptance. Each Ludgate Shareholder is urged to
consult its independent professional advisers immediately regarding
the tax consequences of the Offer applicable to them.
Overseas shareholders
The release, distribution or publication of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about and observe any applicable requirements
Publication on Website and Availability of Hard Copies
A copy of this announcement will be available (subject to any
applicable restrictions with respect to persons resident in
Restricted Jurisdictions) on Ludgate's website
www.ludgateenvironmental.com by no later than 12 noon (London time)
on 9 February 2017.
Neither the contents of this website nor the content of any
other website accessible from hyperlinks on such website is
incorporated into, or forms part of, this announcement.
In accordance with Rule 30.3 of the Code, a person may request a
hard copy of this announcement free of charge, by contacting
Panmure Gordon during business hours on +44 (0) 20 7886 2500, or by
submitting a request in writing to Panmure Gordon at One New
Change, London EC4M 9AF. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines
will be open between 9.00 am to 5.00 pm, Monday to Friday excluding
public holidays in England and Wales. For persons who receive a
copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested. In accordance with Rule 30.3 of the Code, a
person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Offer should be in hard copy form.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. 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) of the Code 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 one per cent. 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 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code 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 of the Code.
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 of
the Code).
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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