18 Dec 2020 17:45
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 OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
18 DECEMBER 2020
Recommended acquisition of Cpl Resources plc by Outsourcing Talent Ireland Limited, a wholly-owned subsidiary of OUTSOURCING Inc.
Results of Scheme Meeting and EGM
The board of directors of Cpl Resources plc ("Cpl") is pleased to announce that, at the Scheme Meeting and the EGM held earlier today in connection with the recommended cash offer by Outsourcing Talent Ireland Limited ("Bidco"), a wholly-owned subsidiary of OUTSOURING Inc., for the entire issued and to be issued share capital of Cpl to be effected by way of a scheme of arrangement between Cpl and its shareholders under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme"):
• the Cpl Shareholders voted in favour of the resolution to approve the Scheme at the Scheme Meeting; and
• the Cpl Shareholders voted in favour of the EGM Resolutions at the EGM.
Full details of the resolutions passed are set out in the notices of the Scheme Meeting and EGM contained in the scheme document published on 25 November 2020 (the "Scheme Document").
Except as otherwise defined herein, capitalised terms used but not defined in this announcement ("Announcement") have the same meanings as given to them in the Scheme Document.
The detailed voting results in relation to the Scheme Meeting and EGM are set out below.
1. Scheme Meeting:
At the Scheme Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 98.54% by value of the Scheme Shares voted, voted in favour of the resolution to approve the Scheme. Accordingly, the resolution proposed at the Scheme Meeting was passed on a poll vote.
Details of the votes cast are as follows:
Number of Scheme Shareholders who voted | % of Scheme Shareholders who voted | Number of Scheme Shares voted | % of Scheme Shares voted | Number of Scheme Shares voted as a % of Scheme Shares* | |
For | 37 | 92.5% | 16,970,135 | 98.54% | 61.16% |
Against | 3 | 7.5% | 252,081 | 1.46% | 0.91% |
Total | 40 | 100% | 17,222,216 | 100% | 62.07% |
Withheld | - | - | - | - | - |
\* The total number of Scheme Shares in issue at the Voting Record Time was 27,745,935.
2. Extraordinary General Meeting:
At the EGM, Resolutions 1 to 4, as set out in the notice of the EGM in the Scheme Document, were duly passed on a poll vote. The results of the poll were as follows:
Resolution 1: to approve the amendment of the Memorandum of Association
Number of Cpl Shares voted | % of Cpl Shares voted | Number of Cpl Shares voted as a % of Cpl Shares* | |
For | 17,012,134 | 98.54% | 61.31% |
Against | 252,081 | 1.46% | 0.91% |
Total | 17,264,215 | 100% | 62.22% |
Withheld | - | - | - |
\* The total number of Cpl Shares in issue at the Voting Record Time was 27,745,935.
Resolution 2: to approve the Scheme of Arrangement
Number of Cpl Shares voted | % of Cpl Shares voted | Number of Cpl Shares voted as a % of Cpl Shares* | |
For | 17,012,134 | 98.54% | 61.31% |
Against | 252,081 | 1.46% | 0.91% |
Total | 17,264,215 | 100% | 62.22% |
Withheld | - | - | - |
* The total number of Cpl Shares in issue at the Voting Record Time was 27,745,935.
Resolution 3: to approve the amendment of the Articles of Association
Number of Cpl Shares voted | % of Cpl Shares voted | Number of Cpl Shares voted as a % of Cpl Shares* | |
For | 17,012,134 | 98.54% | 61.31% |
Against | 252,081 | 1.46% | 0.91% |
Total | 17,264,215 | 100% | 62.22% |
Withheld | - | - | - |
* The total number of Cpl Shares in issue at the Voting Record Time was 27,745,935.
Resolution 4: to approve any motion by the Chairperson to adjourn the EGM
Number of Cpl Shares voted | % of Cpl Shares voted | Number of Cpl Shares voted as a % of Cpl Shares* | |
For | 16,824,230 | 97.46% | 60.64% |
Against | 438,985 | 2.54% | 1.58% |
Total | 17,263,215 | 100% | 62.22% |
Withheld** | 1,000 | - | - |
* The total number of Cpl Shares in issue at the Voting Record Time was 27,745,935.
** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution.
Effective Date and Timetable
Completion of the Acquisition remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document, including the sanction by the High Court of the Scheme at the Court Hearing. The expected timetable of principal events for the implementation of the Scheme is set out on page 12 of the Scheme Document. It is expected that an application will be made to the High Court on 21 December 2020 to fix the date of the Court Hearing to sanction the Scheme on a date in January 2020. Once this date has been fixed, Cpl will give notice of this date by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions, also be available on Cpl's website at www.cpl.com.
Board Update
As noted during today's proceedings, Breffni Byrne, a non-executive director of the Company, had previously indicated his intention to retire from the Cpl Board. However, given his involvement in the Cpl Board's consideration and recommendation of the Acquisition, he will now remain as a member of the Cpl Board until (subject to the Scheme becoming effective in accordance with its terms) completion of the Acquisition.
Enquiries: | |
Cpl | |
Anne Heraty (CEO) / Lorna Conn (CFO) | +353 1 614 6000 |
Rothschild & Co (Financial Adviser to Cpl) | |
Robert Dunnett / Tim Day / Daniel Chetcuti | +44 (0) 20 7280 5000 |
Davy (Joint Corporate Broker, Euronext Growth Advisor and NOMAD to Cpl) | |
Ivan Murphy / Daragh O'Reilly / Orla Cowzer | +353 1 679 7788 |
FTI Consulting (Public Relations Adviser to Cpl) | |
Jonathan Neilan / Melanie Farrell | +353 1 765 0888 / +353 86 231 4135 / +353 86 401 5250 |
Statements required by the Takeover Rules
The Cpl Directors accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the Cpl Directors (who have taken all reasonable care to ensure such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Rothschild & Co, which is authorised and regulated by the UK Financial Conduct Authority, is acting as financial adviser to Cpl and no one else in connection with the Acquisition and will not be responsible to anyone other than Cpl for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in connection with the Acquisition or the other matters referred to herein. Neither Rothschild & Co nor any of its 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 Rothschild & Co in connection with the Acquisition, this Announcement, any statement contained herein or otherwise.
Davy, which is authorised and regulated by the Central Bank of Ireland, is acting exclusively for Cpl and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Cpl for providing the protections afforded to clients of Davy, or for providing advice in connection with the matters referred to in this Announcement.
Disclosure requirements of the Takeover Rules
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in, 1% or more of any class of "relevant securities" of Cpl, all "dealings" in any "relevant securities" of Cpl (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3:30 pm (Irish time) on the "business day" in Dublin following the date of the relevant transaction. This requirement will continue until the date on which the "offer period" ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Cpl, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings" in "relevant securities" of Cpl by OUTSOURCING or Bidco, or by any party acting in concert (as defined in the Irish Takeover Panel Act 1997 (as amended)) with either of them, must also be disclosed by no later than 12 noon (Irish time) on the business day in Dublin following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.
General
The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland or the United Kingdom. Persons who are not resident in Ireland or the United Kingdom, or who are subject to laws of any jurisdiction other than Ireland or the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.
The release, publication or distribution of this Announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this Announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any restricted jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, OUTSOURCING, Bidco and Cpl disclaim any responsibility or liability for the violations of any such restrictions by any person.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Any figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.