TIDMPNX
RNS Number : 6949R
Phoenix IT Group PLC
30 June 2015
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
FOR IMMEDIATE RELEASE
30 June 2015
RECOMMENDED CASH OFFER
for
PHOENIX IT GROUP PLC
by
DAISY INTERMEDIATE HOLDINGS LIMITED
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act
Results of the Court Meeting and General Meeting
The Board of Phoenix is pleased to announce that, at the Court
Meeting and General Meeting convened earlier today in connection
with the recommended cash offer by Daisy and Toscafund for the
entire issued and to be issued share capital of Phoenix not already
owned, or agreed to be acquired by Daisy, implemented by way of a
scheme of arrangement under Part 26 of the Companies Act 2006, all
the resolutions were duly passed by the requisite majorities.
The detailed 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
99.98 per cent. by value of those Scheme Shares voted, voted in
favour of the resolution to approve the Scheme. Details of the
votes cast are as follows:
Number of Scheme Shares Number of Percentage Scheme Shares
Scheme Shares in respect Scheme Shareholders of Scheme in respect
voted of which who voted Shareholders of which
a vote was who voted a vote was
cast as (%) cast as
a percentage a percentage
of the total of the total
number of number of
Scheme Shares Scheme Shares
voted (%) (%)
For 45,240,171 99.98 104 94.5 75.81
--------------- --------------- --------------------- -------------- ---------------
Against 9,915 0.02 6 5.5 0.02
--------------- --------------- --------------------- -------------- ---------------
Total 45,250,086 100 110 100 75.83
--------------- --------------- --------------------- -------------- ---------------
Accordingly, the resolution proposed at the Court Meeting was
duly passed on a poll vote by the requisite majority.
GENERAL MEETING
At the General Meeting, the special resolution (the "Special
Resolution"), as set out in the notice of the General Meeting
contained in Part 10 (Notice of General Meeting) of the scheme
document issued by Phoenix on 9 June 2015 (the "Scheme Document"),
was duly passed on a poll vote by the requisite majority, and the
results are detailed as follows:
Number of Phoenix Percentage of Total issued
Shares voted Phoenix Shares share capital
voted (%) instructed (%)
For 68,629,175 99.99 82.66
------------------ ---------------- ----------------
Against 9,915 0.01 0.01
------------------ ---------------- ----------------
Withheld 0 0 0
------------------ ---------------- ----------------
Total 68,639,090 100 82.67
------------------ ---------------- ----------------
Notes
1. Proxy appointments which gave discretion to the Chairman of
the General Meeting have been included in the "For" total of the
Special Resolution.
2. The proportion of "Total issued share capital instructed" for
the Special Resolution is the total of votes validly cast for the
resolution (i.e. the total of votes "For" and "Against" the
resolution) expressed as a percentage of the total issued share
capital, being 83,027,284 Phoenix Shares.
3. 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.
NEXT STEPS
Completion of the Acquisition remains subject to the
satisfaction or (where capable of being waived) waiver of the other
Conditions set out in the Scheme Document, including the Court
sanctioning the Scheme on 8 July 2015. Subject to the Conditions,
as described above, being satisfied or (where applicable) waived,
the Scheme is expected to become effective on 16 July 2015. The
expected timetable for the implementation of the Scheme is attached
to this announcement.
OTHER
All references to time in this announcement are to London time.
Capitalised terms in this announcement (unless otherwise defined)
have the same meanings as set out in the Scheme Document.
Enquiries:
Goldman Sachs International (Financial Adviser Tel: +44(0) 20 7774
to Daisy) 1000
Anthony Gutman
Nicholas van den Arend
Chris Emmerson
Redleaf (media enquiries for Daisy) Tel: +44 (0) 20 7382
Emma Kane 4730
Rebecca Sanders-Hewitt
Phoenix IT Group Tel: +44 (0) 8448 630
Peter Bertram, Non-Executive Chairman 000
Steve Vaughan, Chief Executive Officer
Jane Aikman, Chief Operating Officer & Chief
Financial Officer
Investec Bank plc (Rule 3 Financial Adviser Tel: +44 (0) 20 7597
and Corporate Broker to Phoenix) 5970
Andrew Pinder
Patrick Robb
Sebastian Lawrence
FTI Consulting (PR Adviser to Phoenix) Tel: +44 (0) 20 3727
Matt Dixon 1000
James Melville-Ross
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Prudential Regulation Authority and the Financial Conduct
Authority is acting as financial adviser exclusively for Daisy 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 referred to in this announcement and will
not be responsible to anyone other than Daisy for providing the
protections afforded to clients of Goldman Sachs International, nor
for providing advice in relation to any matter referred to in this
announcement.
Investec Bank plc, which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Prudential Regulation Authority and the Financial Conduct
Authority, is acting exclusively for Phoenix and for 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 referred to in this announcement and will not be
responsible to anyone other than Phoenix for providing the
protections afforded to clients of Investec Bank plc nor for
providing advice in relation to the Offer or any other matter or
arrangement referred to in this announcement.
IMPORTANT NOTES
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer will be made solely by means
of the Scheme Document, which will contain the full terms and
conditions of the Offer. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in the Scheme Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by laws and/or regulations of those
jurisdictions. Therefore any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
should inform themselves about and observe any applicable
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
The receipt of cash pursuant to the Scheme by Scheme
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each Scheme Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of voting in
favour of the Scheme at the Court Meeting and/or the General
Meeting.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales and the 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 of England and Wales.
Notice to US investors
The Offer relates to shares of an English 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 Daisy were to elect to implement the Offer by means of
takeover offer, such takeover offer will 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
offer would be made in the United States by Daisy and no one else.
In addition to any such takeover offer, Daisy, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or certain arrangements to purchase shares in
Phoenix 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.
The Offer is made for securities in an English company and
Scheme Shareholders in the United States should be aware that this
announcement, the Scheme Document and any other documents relating
to the Offer have been, or will be, prepared in accordance with the
Code and UK disclosure requirements, format and style, all of which
differ from those in the United States. All financial information
that may be included in the Scheme Document or any other documents
relating to the Offer, have been, or will be, prepared in
accordance with International Financial Reporting Standards adopted
by the European Union and therefore may not be comparable to
financial statements of US companies or companies whose financial
statements are prepared in accordance with US GAAP.
Both Phoenix and Daisy are English companies. All of the assets
of Phoenix and Daisy are located outside of the United States. As a
result, it may not be possible for Scheme Shareholders in the
United States to effect service of process within the United States
upon Phoenix or Daisy or their respective officers or directors or
to enforce against any of them judgments of the United States
predicated upon the civil liability provisions of the federal
securities laws of the United States. It may not be possible to sue
Phoenix or Daisy or their respective officers or directors in a
non-US court for violations of the US securities laws. There is
also a substantial doubt as to enforceability in the United Kingdom
in original actions, or in actions for the enforcement of judgments
of US courts, based on civil liability provisions of US federal
securities laws.
Cautionary note regarding forward-looking statements
This announcement contains certain forward-looking statements.
These statements are based on the current expectations of Daisy
and/or Phoenix (as the case may be) and are naturally subject to
uncertainty and changes in circumstances. These forward-looking
statements may include statements about the expected effects on
Daisy and/or Phoenix of the Offer, the expected timing and scope of
the Offer, strategic options and all other statements in this
announcement other than historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "budget",
"schedule", "forecast", "project", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could",
"subject to", or other words of similar meaning. By their nature,
forward-looking statements involve known and unknown risks and
uncertainties, because they relate to events and depend on
circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
announcement could cause actual results, outcomes and developments
to differ materially from those expressed in or implied by such
forward-looking statements and such statements are therefore
qualified in their entirety by the risks and uncertainties
surrounding these future expectations. Many of these risks and
uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely, such as, but not limited
to, general business and market conditions both globally and
locally, political, economic and regulatory forces, industry trends
and competition, future exchange and interest rates, changes in
government and regulation including in relation to health and
safety, the environment, labour relations and tax rates and future
business combinations or dispositions. Although it is believed that
the expectations reflected in such forward-looking statements are
reasonable, neither Daisy or Phoenix can give any assurance,
representation or guarantee that such expectations will prove to
have been correct and such forward-looking statements should be
construed in light of such factors and you are therefore cautioned
not to place reliance on these forward-looking statements which
speak only as at the date of this announcement. Neither Daisy or
Phoenix assumes any obligation to update or correct the information
contained in this announcement (whether as a result of new
information, future events or otherwise), except as required by
applicable law or regulation.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
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) 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 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,
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.
Purchases outside the Offer
Daisy or its nominees or brokers (acting as agents) may purchase
Phoenix Shares otherwise than under the Offer, such as in the open
market or through privately negotiated purchases. Such purchases
shall comply with the Code and the rules of the London Stock
Exchange.
Publication on websites
A copy of this announcement and other documents in connection
with the Offer will be available free of charge for inspection on
Daisy's website at www.daisygroup.com, on Phoenix's website at
www.phoenix.co.uk/about/investor-relations and on Toscafund's
website at www.toscafund.com. The contents of those websites are
not incorporated into, and do not form part of, this
announcement.
A copy of this announcement will shortly be submitted to the
National Storage Mechanism and will also be available for
inspection at http://www.hemscott.com/nsm.do.
Requesting hard copy documents
In accordance with Rule 30.2 of the Code, a person so entitled
may request a copy of this announcement and any information
incorporated into it by reference to another source in hard copy
form. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Offer should be in hard copy form. 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 from Equiniti Limited on 0871 384 2709
(international callers: +44 121 415 7047). Calls to this number
cost 8p per minute plus network extras, other providers' costs may
vary. Lines open 8.30 am to 5.30 pm, Monday to Friday.
Information relating to Phoenix Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Phoenix Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Phoenix may be provided to Daisy during the
Offer Period as requested under Section 4 of Appendix 4 of the City
Code to comply with Rule 2.12(c).
APPENDIX I
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown in this announcement are London times, unless
otherwise stated.
Event Time and/or date
Scheme Court Hearing to sanction the 8 July 2015
Scheme
Last day of dealings in, and for registration 5.00 p.m. on 9 July 2015
of transfers of, and disablement in CREST
of, Phoenix Shares
Scheme Record Time 6.00 p.m. on 9 July 2015
Effective Date of the Scheme 16 July 2015
Cancellation of admission of and dealings 8.00 a.m. on 16 July 2015
in Phoenix Shares
Latest date for despatch of cheques and 30 July 2015
crediting of CREST accounts due under
the Scheme
Long Stop Date 27 September 2015
This information is provided by RNS
The company news service from the London Stock Exchange
END
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