RE: WILL THE VOTING BE VALID?26 Feb 2020 12:53
Shareholders should review the situation, reach their own conclusion and vote accordingly.
Voting Process
Shareholders will vote at two separate meetings on 3rd March, the Court Meeting (held with the permission of the Court as part of the process of obtaining the sanction of the High Court) and then the General Meeting.
The vote at the Court Meeting (blue proxy form) is a simple FOR or AGAINST. Approval requires a FOR vote by at least 50% of voting shareholders representing at least 75% of the votes by share value.
Voting at the General Meeting (white proxy form) will consider two Special Resolutions, the first of which is the critical resolution giving effect to the Scheme. Shareholders can vote FOR, AGAINST or VOTE WITHELD. Approval requires a FOR vote by at least 75% of the votes cast.
Registered shareholders are entitled to attend and vote at the Meetings or to appoint a proxy to exercise their rights. A proxy need not be a Sirius Shareholder.
Completion and return of a Form of Proxy, or the appointment of a proxy electronically using CREST will not prevent shareholders from attending, speaking and voting in person at either the Court Meeting or the General Meeting if entitled to do so.
The Scheme Document advises those investors who hold shares as a bene?cial holder through a nominee, in order to ensure that they can attend and vote (in person or by proxy) at the Court Meeting and the General Meeting, to contact their nominee and ask to be entered on the Sirius register of members. Note: this will work for general investment accounts, but not for ISAs or SIPPs.
As an alternative, Sirius has confirmed that shareholders who obtain an properly prepared Letter of Representation from their nominees covering both meetings will be able to attend, speak and vote the value of their shares in both meetings BUT will not be counted as shareholders for the purpose of meeting the 50% of shareholders test at the Court Meeting. This glaring discrimination exposes one of the most fundamental flaws in the UK’s nominee system as currently operated.
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