TIDMTHB
RNS Number : 9406U
THB Group PLC
03 January 2012
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
3 January 2012
THB Group plc ("THB" or the "Company")
RESULT OF COURT MEETING AND GENERAL MEETING
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the Scheme Document published on 5
December 2011.
THB is pleased to announce that at the Court Meeting held
earlier today, Independent Scheme Shareholders voted by the
requisite majority to approve the Scheme to implement the
recommended acquisition of THB by Taurus Acquisition Limited
("Bidco"). In addition, the Special Resolution and the Ordinary
Resolution proposed at the subsequent General Meeting were duly
passed.
Upon the Scheme becoming Effective, Scheme Shareholders will
receive a cash consideration of 80.55 pence for each Scheme
Share.
Court Meeting
At the Court Meeting to approve the Scheme, the resolution
approving the Scheme was passed by the requisite majorities on a
poll. The voting of those Independent Scheme Shareholders who cast
votes either in person or by proxy at the Court Meeting was as
follows:
Number of Percentage Number of Percentage
Independent of Independent Independent of Independent
Scheme Scheme Scheme Scheme Percentage
Shareholders Shareholders Shares Shares of Independent
who voted who voted voted voted Scheme Shares
--------- -------------- ---------------- ------------- ---------------- ----------------
For 122 95.3 18,498,655 99.8 76.4
--------- -------------- ---------------- ------------- ---------------- ----------------
Against 6 4.7 30,800 0.2 0.1
--------- -------------- ---------------- ------------- ---------------- ----------------
Total 128 100.0 18,529,455 100.0 76.6
--------- -------------- ---------------- ------------- ---------------- ----------------
General Meeting
At the General Meeting to approve the Special Resolution and the
Ordinary Resolution, the Resolutions were passed by the requisite
majorities. The voting of those THB Shareholders who cast votes
either in person or by proxy at the General Meeting was as
follows:
Special Resolution Ordinary Resolution
--------------------- ---------------------------------- -------------------------
Percentage Percentage
Number of of THB Number of of THB
THB Shareholders Shareholders THB Shares Shares
who voted who voted voted Voted
--------------------- ------------------ -------------- ------------ -----------
For 170 97.1 19,897,220 99.8
--------------------- ------------------ -------------- ------------ -----------
Against 5 2.9 30,800 0.2
--------------------- ------------------ -------------- ------------ -----------
Total without votes
withheld 175 100.0 19,928,020 100.0
--------------------- ------------------ -------------- ------------ -----------
Votes withheld 0 N/A 267,850 N/A
--------------------- ------------------ -------------- ------------ -----------
Votes withheld do not count in the total of votes cast.
Next Steps
Implementation of the Scheme remains conditional on the
satisfaction or waiver, as applicable, of the remaining Conditions
set out in the Scheme Document including the Court sanctioning the
Scheme and confirming the associated Reduction of Capital at the
Court Hearings. The hearing of the petition to the Court to
sanction the Scheme is currently expected to take place on 19
January 2012. The hearing of the petition to the Court to confirm
the Reduction of Capital is currently expected to take place on 23
January 2012. Subject to the Scheme receiving the sanction and
confirmation of the Court on these dates, the Effective Date of the
Scheme is expected to be 24 January 2012.
It is also expected that the listing and dealings in THB Shares
will be suspended with effect from 07:30 a.m. on 23 January 2012
and, if the Scheme becomes Effective, the cancellation of the
admission to trading of THB Shares on the London Stock Exchange's
AIM market will take place by no later than 07:00 a.m. on 24
January 2012. The consideration due to Scheme Shareholders will be
sent no later than 14 days after the Effective Date.
Unless otherwise stated, all references to time in this
announcement are to London time. The dates in this announcement are
indicative only. These dates depend, amongst other things, on the
date upon which the Court sanctions the Scheme, the date on which
the Court confirms the Reduction of Capital, the date on which the
Court Orders are delivered to the Registrar and whether the
remaining Conditions are satisfied or, if capable of waiver,
waived.
Enquiries:
THB Tel: +44 (0)20 7469 0100
Rob Wilkinson
Keefe, Bruyette & Woods Tel: +44 (0)20 7663 5400
(Financial adviser to THB)
Nick Triggs / Max Cornu-Thenard
Daniel Stewart Tel: +44 (0)20 7776 6560
(Nominated adviser to THB)
Paul Shackleton / James Felix
Announcement Not an Offer
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or a solicitation of
any vote or approval or an offer to buy any securities, pursuant to
this announcement or otherwise, in any jurisdiction in which such
an offer or solicitation is unlawful, and nor shall there be any
sale, issuance or transfer of securities of THB in any such
jurisdiction.
The Acquisition will be made solely pursuant to the terms of the
Scheme Document, which contains the full terms and conditions of
the Acquisition, including details of how to vote in respect of the
Acquisition. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information
contained in the Scheme Document. Scheme Shareholders are advised
to read the formal documentation in relation to the Acquisition
carefully, once it has been dispatched.
Advisers' Responsibilities
Keefe, Bruyette & Woods, which is authorised and regulated
in the United Kingdom by the FSA, is acting as financial adviser to
THB and no other party in connection with the Acquisition. Keefe,
Bruyette & Woods will not regard any person (whether or not a
recipient of this document) other than THB as its client in
relation to the Acquisition and accordingly, Keefe, Bruyette &
Woods will not be responsible to anyone other than THB for
providing the protections afforded to clients of Keefe, Bruyette
& Woods or for providing advice in relation to the
Acquisition.
Daniel Stewart, which is authorised and regulated in the United
Kingdom by the FSA, is acting as a nominated adviser to THB and no
other party in connection with the Acquisition and will not be
responsible to any other person other than THB for providing the
protections afforded to clients of Daniel Stewart or for providing
advice in relation to the Acquisition.
Notice to Overseas Holders of Scheme Shares
The availability of the Acquisition or the distribution of this
announcement to Scheme Shareholders who are not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are
citizens. Such persons should inform themselves of, and observe,
any applicable legal or regulatory requirements of their
jurisdictions. Scheme Shareholders who are in any doubt regarding
such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay. Further details
in relation to overseas shareholders are contained in the Scheme
Document.
This announcement has been prepared in accordance with English
law and the Code and information disclosed may not be the same as
that which would have been prepared in accordance with the laws and
jurisdictions outside England.
Notice to US Holders of Scheme Shares
US Persons should note that the Scheme relates to the shares of
a UK company and will be governed by English law. Neither the proxy
solicitation nor the tender offer rules under the US Securities
Exchange Act of 1934, as amended, will apply to the Scheme.
Moreover, the Scheme will be subject to the disclosure requirements
and practices applicable in the UK to schemes of arrangement, which
differ from the disclosure requirements of the US proxy
solicitation rules and tender offer rules. Financial information
included in this announcement and the Scheme Document has been or
will have been prepared in accordance with accounting standards
applicable in the UK that may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
It may be difficult for US holders of Scheme Shares to enforce
any rights and claims arising out of US federal securities laws,
since THB is not located in the United States, and some or all of
its officers and directors may be residents of countries other than
the United States. US holders of Scheme Shares may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgment.
The receipt of cash pursuant to the Acquisition by a US holder
of Scheme Shares as consideration for the transfer of Scheme Shares
pursuant to the Acquisition may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other tax laws. Each holder of Scheme
Shares is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him.
If, in the future, Bidco exercises its right to implement the
Acquisition by way of an Offer, which is to be made in the United
States, such an Offer will be made in compliance with the
applicable US laws and regulations.
Restricted Jurisdictions
Copies of this announcement and any formal documentation
relating to the Acquisition 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 it
in or into or from any Restricted Jurisdiction. If the Acquisition
is implemented by way of an Offer (unless otherwise determined by
Bidco and permitted by applicable law and regulation), the Offer
may not be made, directly or indirectly, in or into or by the use
of the mails of, or by any other means or instrumentality
(including, without limitation, electronic mail, facsimile
transmission, telex, telephone, internet or other forms of
electronic communication) of interstate or foreign commerce of, or
any facility of a national state or securities exchange of any
Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or facility.
No Listing Authority Review or Approval
No listing authority or equivalent has reviewed, approved or
disapproved this announcement or any of the terms or Conditions of
the Acquisition described in this announcement.
Bidco's Right to Switch to an Offer
Bidco reserves the right to elect (with the consent of the Panel
(where necessary)) to implement the acquisition of the entire
issued and to be issued ordinary share capital of THB by way of an
Offer. In such event, the Offer will be implemented on
substantially the same terms, subject to appropriate amendments, as
those which would apply to the Scheme. Further, if sufficient
acceptances of such Offer are received and/or sufficient THB Shares
are otherwise acquired, it is the intention of Bidco to apply the
provisions of the Companies Act to acquire compulsorily any
outstanding THB Shares to which such acquisition relates.
Forward-Looking Statements
This announcement, oral statements made regarding the
Acquisition and other information published by AmWINS and/or THB or
their respective affiliates, may include statements that are, or
may be deemed to be, forward-looking. These statements are based on
the current expectations of the management of AmWINS and/or THB (as
applicable) and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein may
include statements about the expected effects of the Acquisition,
the expected timing and scope of the Acquisition, anticipated
earnings enhancements, estimated cost savings and other synergies,
costs to be incurred in achieving synergies, potential disposals
and other strategic options and all other statements in this
announcement other than historical facts.
Forward-looking statements include, without limitation,
statements that typically contain words such as: "will", "may",
"should", "could", "continue", "believes", "expects", "intends",
"estimates", "anticipates", "aims", "targets", "plans" and
"forecasts" or words of similar import. The forward-looking
statements involve risks and uncertainties that could cause actual
results to differ materially from those expressed in the
forward-looking statements. Many of these risks and uncertainties
relate to factors that are beyond the ability of the person making
the statement to control or estimate precisely, such as future
market conditions and the behaviour of other market participants.
Other unknown or unpredictable factors could also cause actual
results to differ materially from those in the forward-looking
statements. Therefore investors should not place undue reliance on
such statements as a prediction of actual results. AmWINS and THB
and their respective affiliates assume no obligation and do not
intend to update these forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required pursuant to applicable law.
Publication on Website and Hard Copies Available
A copy of this announcement will be made available, free of
charge, at www.thbgroup.com. Hard copies of this announcement may
be obtained from Daniel Stewart & Company plc, Becket House, 36
Old Jewry, London EC2R 8DD or by calling Paul Shackleton or James
Felix on +44(0) 20 7776 6560 and submitting a request. You may also
request that all future documents, announcements and information to
be sent to you in relation to the Acquisition should be in hard
copy form.
Disclosure requirements of the Takeover Code (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) of the Code applies must be made by no
later than 3.30 p.m. (London time) on the 10th Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (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 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 p.m. (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 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 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.
Terms in quotation marks and used in this section are defined in
the Code, which can also be found on the Panel's website. If you
are in any doubt as to whether or not you are required to disclose
a dealing under Rule 8 of the Code, you should contact an
independent financial adviser authorised by the FSA under FSMA or
consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on +44 (0) 20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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