TIDMSMDS
RNS Number : 0506M
Smith (DS) PLC
25 July 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND THE
INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.
25 July 2017
For immediate release
DS SMITH PLC
RESULTS OF GENERAL MEETING AND U.S. ANTITRUST CLEARANCE
Ds Smith Plc (the Company) is pleased to announce that the
resolution proposed at the general meeting of the Company held
earlier today (the General Meeting) seeking approval for the
acquisition by the Company and its wholly-owned U.S. subsidiary, DS
Smith Holdings, Inc. (DS Smith Holdings), of 80 per cent. of the
shares of common stock in the capital of Indevco Management
Resources, Inc. (IMRI), the holding company for the Interstate
Resources, Inc. group, from Merpas Co. S.à r.l. (the Acquisition)
and any subsequent acquisition by the Company, DS Smith Holdings or
any other subsidiary of the Company of shares of common stock in
the capital of IMRI, directly or indirectly, as described in the
circular to shareholders dated 7 July 2017 (the Circular), was duly
passed by shareholders. Full details of the poll results are set
out below.
Number of
poll votes For (% of Against (%
received shares voted) of shares voted) Votes Withheld
------------ --------------- ------------------ ---------------
813,031,888 99.84% 0.16% 3,716,098
------------ --------------- ------------------ ---------------
Results of the poll can also be viewed on the Company's website
at www.dssmith.com.
Please note a 'vote withheld' is not a vote under English law
and is not counted in the calculation of votes 'for' and 'against'
a resolution or the total number of votes cast.
The total number of Ordinary Shares in issue as at close of
business on 21 July 2017 was 1,014,618,887. Shareholders are
entitled to one vote per Ordinary Share held.
In accordance with Listing Rule 9.6.2, a copy of the resolution
passed at the General Meeting will be submitted to the National
Storage Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM.
The Company is also pleased to announce that the United States
Federal Trade Commission has granted early termination of the
waiting period required under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the HSR Act) for the
Acquisition.
The early termination of the waiting period under the HSR Act
and the passing of the resolution at the General Meeting satisfy
two of the conditions to completion of the Acquisition, which
remains subject to other customary conditions.
Miles Roberts, Group Chief Executive, commented:
"We are delighted to have received the overwhelming support from
our shareholders, as well as US anti-trust clearance. We very much
look forward to completing the Acquisition and working with all the
employees, customers and suppliers of Interstate Resources."
The person responsible for arranging the release of this
announcement on behalf of the Company is Iain Simm, Company
Secretary.
For further information, please contact:
DS Smith Plc +44 (0)20 7756 1800
Hugo Fisher, Group Communications Director
Rachel Stevens, Investor Relations Director
Bell Pottinger
John Sunnucks +44 (0)20 3772 2549
Ben Woodford +44 (0)20 3772 2566
Citigroup Global Markets Limited (Citi) and J.P. Morgan
Securities plc (JPMS) are acting as joint sponsors to the Company
in connection with the Acquisition. Citi and J.P. Morgan Limited
(JPML) are acting as joint financial advisers to the Company in
connection with the Acquisition. Each of JPMS and JPML (together,
JPM) conducts its UK investment banking business as J.P. Morgan
Cazenove.
Important Notice
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer or
invitation to purchase, subscribe for or otherwise acquire or
dispose of, or any solicitation to purchase or subscribe for or
otherwise acquire or dispose of, any securities in any
jurisdiction. Persons needing advice should consult an independent
financial adviser. The information contained in this announcement
is not for release, publication or distribution to persons in any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations.
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. The information in this announcement is
subject to change without notice.
Citi and JPMS, each of which is authorised by the Prudential
Regulation Authority (the PRA) and regulated by the Financial
Conduct Authority (the FCA) and the PRA in the United Kingdom, and
JPML, which is authorised and regulated in the United Kingdom by
the FCA, are acting solely for the Company and no one else in
connection with the Acquisition and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Citi or JPM, respectively, nor for providing
advice in relation to the Acquisition. Neither Citi, JPM nor any of
their respective subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Citi or JPM,
respectively, in connection with the Acquisition, any statement
contained in this announcement or otherwise.
Save for the responsibilities and liabilities, if any, of Citi
and/or JPM under the Financial Services and Markets Act 2000, as
amended from time to time (FSMA) or the regulatory regime
established under FSMA, neither Citi nor JPM assumes any
responsibility whatsoever and makes no representations or
warranties, express or implied, in relation to the contents of this
announcement, including its accuracy, completeness or verification
or for any other statement made or purported to be made by the
Company, or on the Company's behalf, or by Citi and/or JPM, or on
its behalf, and nothing contained in this announcement is, or shall
be, relied on as a promise or representation in this respect,
whether as to the past or the future, in connection with the
Company or the Acquisition. Each of Citi and JPM disclaims to the
fullest extent permitted by law all and any responsibility and
liability whether arising in tort, contract or otherwise which it
might otherwise be found to have in respect of this announcement or
any such statement.
The distribution of this announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement comes should inform themselves about and observe any
such restrictions. Any failure to comply with any such restrictions
may constitute a violation of the securities laws of such
jurisdiction.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQXELFLDDFXBBL
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