Last checked at 14 Dec 2012 13:53
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
14 December 2012
Recommended Cash Offer
for
Tikit Group plc
by
British Telecommunications plc
Results of Shareholder Meetings
The Tikit Board is pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the Offer and the Scheme, Tikit Shareholders voted to:
·; approve the Scheme to implement the recommended Offer by British Telecommunications plc by the necessary majority at the Court Meeting; and
·; pass the Special Resolution at the General Meeting .
At the Court Meeting, a majority in number of Scheme Shareholders, who voted (either in person or by proxy) and who together represented 93.14 per cent. by value of the votes cast, voted in favour of the resolution to approve the Scheme.
Details of the resolutions passed are set out in the notices of the Shareholder Meetings contained in the scheme document posted to Tikit Shareholders on 21 November 2012 (the "Scheme Document").
Upon the Scheme becoming effective, Scheme Shareholders will receive 416 pence in cash for each Scheme Share held.
Voting results of the Court Meeting
At the Court Meeting, the vote on the resolution to approve the Scheme was conducted by way of a poll and was duly passed. The results of the votes cast are as follows:
Results of Court Meeting | Number of Scheme Shareholders who voted | Percentage of Scheme Shareholders who voted | Number of Scheme Shares voted | Percentage of Scheme Shares voted | Number of Scheme Shares voted as a percentage of issued share capital 1 |
For | 80 | 91.95 | 8,365,062 | 93.14 | 56.80 |
Against | 7 | 8.05 | 616,244 | 6.86 | 4.18 |
Total | 87 | 100 | 8,981,306 | 100 | 60.98 |
Notes in relation to the Court Meeting:
(1) The issued share capital of Tikit as at the date of the Court Meeting was 14,727,649 ordinary shares of £0.10 each.
Voting results of the General Meeting
At the General Meeting, the vote on the Special Resolution was conducted by way of a poll and was duly passed. The results of the votes cast are as follows:
Results of General Meeting | Number of Scheme Shares voted | Percentage of Scheme Shares voted |
For1 | 8,364,982 | 93.14 |
Against | 616,244 | 6.86 |
Vote Withheld2 | Nil | 0 |
Total | 8,981,226 | 100 |
Notes in relation to the General Meeting:
(1) Any proxy appointments which gave discretion to the Chairman have been included in the Scheme Shares 'For' total.
(2) A 'Vote Withheld' is not a vote in law and accordingly is not counted in the calculation of the proportion of votes 'For' and 'Against' the Special Resolution.
Next steps
The implementation of the Offer remains conditional on the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the sanction of the Scheme and the confirmation of the Capital Reduction by the Court, which are currently scheduled to take place on 15 January 2013 and 17 January 2013 respectively. The Scheme is expected to become effective on 18 January 2013 upon the delivery of office copies of the Scheme Court Order and the Reduction Court Order to the Registrar of Companies and, if required by the Court, the Reduction Court Order being registered by the Registrar of Companies. If the Scheme becomes effective on 18 January 2013, it will be binding on all Tikit Shareholders, whether or not they attended or voted in favour of the Scheme and the Special Resolution at the Court Meeting and General Meeting. Upon the Scheme becoming effective, settlement of the Consideration to which any Scheme Shareholder is entitled will be effected within 14 days of the Effective Date in the manner set out in the Scheme Document.
Tikit will make an application to the London Stock Exchange for the suspension of dealings in Tikit Shares on AIM with effect from 7.30 a.m. on 17 January 2013. Prior to the Effective Date, Tikit will make an application to the London Stock Exchange for the cancellation of the admission to trading of the Tikit Shares on AIM to take effect by no later than 8.00 a.m. on 21 January 2013.
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.
A copy of this announcement will be available on Tikit's website at www.tikit.com/investors.
Enquiries: | |
British Telecommunications plc Dan Thomas, Press Office Damien Maltarp, Investor Relations
|
Tel: +44 (0) 20 7356 5369 Tel: +44 (0) 20 7356 4909 |
BofA Merrill Lynch (financial adviser to British Telecommunications plc) Ian Ferguson Ken McLaren Andrew Tusa
| Tel: +44 (0) 20 7996 1000 |
Tikit Group PLC Mike McGoun, Non-Executive Chairman David Lumsden, Chief Executive Officer Mike Kent, Finance Director
| Tel: +44 (0) 20 7400 3737 |
Investec Bank PLC (financial adviser, nominated adviser and broker to Tikit) Andrew Pinder Junya Iwamoto Carlton Nelson
| Tel: +44 (0) 20 7597 5000 |
Tavistock Communications (public relations adviser to Tikit) John West
| Tel: +44 (0) 20 7920 3150 |
BofA Merrill Lynch is acting exclusively for BT in connection with the Offer and no-one else and will not be responsible to anyone other than BT for providing the protections afforded to clients of BofA Merrill Lynch or for providing advice in relation to the Offer or any other matter referred to in this announcement.
Investec is acting exclusively for Tikit in connection with the Offer and no one else and will not be responsible to anyone other than Tikit for providing the protections afforded to clients of Investec or for providing advice in relation to the Offer or any other matter referred to in this announcement.
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 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) applies must be made by no later than 3.30 p.m. on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. 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 one per cent. 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. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. 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.
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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.