25 Jul 2016 15:46
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
For immediate release
25 July 2016
RECOMMENDED CASH AND SHARE OFFER
FOR
BRITISH POLYTHENE INDUSTRIES PLC
BY
RPC GROUP PLC
to be effected
by way of a Scheme of Arrangementunder Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting
The Board of British Polythene Industries PLC ("BPI") is pleased to announce that, at the Court Meeting and the General Meeting convened earlier today in connection with the recommended cash and share offer made by RPC Group Plc ("RPC") to acquire the entire issued and to be issued share capital of BPI (the "Offer") to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), the BPI Shareholders voted to:
· approve the Scheme at the Court Meeting; and
· pass the special resolution at the General Meeting to approve the implementation of the Scheme and make amendments to BPI's articles of association.
Full details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document published on 1 July 2016 in relation to the Offer (the "Scheme Document").
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 99.95 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll vote. Details of the votes cast are as follows:
Number of Scheme Shareholders who voted | Number of Scheme Shares voted | % of Scheme Shares voted | % of Scheme Shareholders who voted | Number of Scheme Shares voted as a % of the issued share capital | |
For | 497 | 17,109,261 | 99.95 | 19.44 | 62.34 |
Against | 17 | 9,313 | 0.05 | 0.66 | 0.03 |
Total | 514 | 17,118,574 | 100.00 | 20.10 | 62.37 |
Accordingly, the resolution to approve the Scheme proposed at the Court Meeting was duly passed.
GENERAL MEETING
At the General Meeting, the special resolution to authorise the implementation of the Scheme and amend BPI's articles of association, as set out in the notice of the General Meeting contained in Part X (Notice of General Meeting) of the Scheme Document, was duly passed on a poll vote. The results are detailed as follows:
Number of BPI Shares voted | % of BPI Shares voted | Number of BPI Shares voted as a % of the issued ordinary share capital ** | |
For* | 17,389,098 | 99.93 | 63.36 |
Against | 11,627 | 0.07 | 0.04 |
Total | 17,400,725 | 100.00 | 63.40 |
* Includes discretionary votes.
** The total number of BPI Shares in issue on 25 July 2016 is 27,444,690.
Next Steps
Completion of the Offer 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 at the Court Hearing which is expected to take place on 28 July 2016. As previously announced on 4 July 2016, unconditional merger clearance has been received from the European Commission. Subject to the remaining Conditions being satisfied or (where applicable) waived, the Scheme is expected to become effective on 1 August 2016. The expected timetable for the implementation of the Scheme remains as set out on pages 11 and 12 of the Scheme Document.
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the website of BPI at www.bpipoly.com by no later than 12:00 noon (London time) on the business day following this announcement. Copies of the Scheme Document and further information about the Offer are also available on the same website.
In accordance with Rule 30.2 of the Takeover Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Investec on +44 (0) 207 597 4000. 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. In accordance with Rule 30.2 of the Takeover Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.
Copies of the resolutions passed at the Court Meeting and General Meeting will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
Enquiries:
British Polythene Industries PLC | 01475 501000 |
Cameron McLatchie, Chairman | |
John Langlands, Chief Executive | |
Investec Bank plc (Financial Adviser to BPI) | 0207 597 4000 |
Keith Anderson / James Rudd / William Godfrey | |
FTI Consulting | 0203 727 1000 |
Charles Palmer | |
Important Notices
Investec Bank plc, which is authorised by the PRA and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for BPI and no one else in connection with the Offer, and will not be responsible to anyone other than BPI for providing the protections afforded to clients of Investec Bank plc nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.
This announcement does not constitute a prospectus or a prospectus equivalent document.
Capitalised terms in this announcement shall unless otherwise defined, have the same meanings as set out in the Scheme Document.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 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 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 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 Takeover 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 p.m. on the Business Day following the date of the relevant dealing.
Disclosures are therefore required of interests in the shares of RPC and BPI.
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 http://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. Enquiries should be made of the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if there is any doubt as to whether an Opening Position Disclosure or a Dealing Disclosure is required to be made.