Last checked at 12 Jul 2010 17:00
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 that jurisdiction.
RECOMMENDED ACQUISITION
of
Sovereign Reversions plc
by
Grainger Equity Release Limited
(a wholly owned subsidiary of Grainger plc)
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Results of Shareholder Meetings
For immediate release
12 July 2010
Sovereign Reversions plc ("Sovereign") is pleased to announce that, at the Court Meeting and General Meeting of Scheme Shareholders held earlier today in connection with the recommended acquisition of Sovereign by Grainger Equity Release Limited ("Grainger") by way of a scheme of arrangement in accordance with Part 26 of the Companies Act 2006 (the "Acquisition"), all the resolutions proposed received the overwhelming support of Sovereign Shareholders. However, the acquisition remains subject to the sanction of the Court at two separate hearings, which are expected to take place on 4 and 6 August 2010, and the filing of the Scheme Court Order and the Reduction Court Order with the Registrar of Companies following the hearings.
At the Court Meeting, a majority in number of Scheme Shareholders as defined in the Scheme Circular dated 17 June 2010, who voted (either in person or by proxy) and who together represented over 75 per cent. by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. At the General Meeting, the Special Resolution to approve the Scheme and provide for its implementation was also passed by the requisite 75 per cent. majority.
Court Meeting
The voting on the resolution to approve the Scheme was taken on a poll (each Scheme Shareholder having one vote for each Scheme Share held) and the results were as follows:
| FOR | AGAINST | |
| Number of Scheme Shareholders voting: | 238 (91.89%) | 21 (8.11%) |
| Number of votes and percentage of votes cast: | 8,849,614 (89.47%) | 1,041,515 (10.53%) |
| Number of votes cast as a percentage of Total Voting Rights | 52.2% | 6.1% |
General Meeting
The voting on the Special Resolution to approve the Scheme, provide for its implementation, the adoption of new Articles and the cancellation of the admission of Sovereign Shares to trading on AIM was taken on a show of hands and passed.
Completion of the Acquisition remains subject to the satisfaction or waiver of the other Conditions set out in the Scheme Document sent to Shareholders dated 17 June 2010, including the Court sanctioning the Scheme and confirming the associated Capital Reduction at Court hearings which are expected to take place on 4 August 2010 and 6 August 2010 respectively. Subject to the Scheme and associated Capital Reduction receiving the sanction and confirmation of the Court on those dates, the Scheme is expected to become effective on 9 August 2010.
It is also expected that, if the Court sanctions the Scheme on 4 August 2010, dealings in Sovereign Shares on AIM will be suspended with effect from 5.00 p.m. on 5 August 2010 and that the admission of the Shares to trading on AIM will be cancelled with effect from 8.00 a.m. on 10 August 2010.
Capitalised terms used in this announcement have the meanings given to them in the Scheme Document.
Proposals, which are comparable to the terms offered to Shareholders pursuant to the Scheme of Arrangement, have today been posted to the directors and employees of Sovereign who hold share options and awards. These proposals are open for acceptance until 3.00 pm on 5 August 2010.
Further announcements will be made following the Court Hearings.
For further information please contact:
| Grainger plc | Tel: 020 7795 4700 |
| Andrew Cunningham, Chief Executive | |
| Peter Couch, Chief Operating Officer | |
| Dave Butler, Director, Corporate Affairs | |
| J.P. Morgan Cazenove, Financial Adviser to Grainger | Tel: 020 7588 2828 |
| Robert Fowlds | |
| Bronson Albery | |
| Financial Dynamics, Financial PR to Grainger | Tel: 020 7831 3113 |
| Stephanie Highett | |
| Dido Laurimore | |
| Rachel Drysdale | |
| Sovereign Reversions plc | Tel: 01234 356300 |
| Graeme Marshall, Chief Executive | |
| Rupert Pearce Gould, Executive Director | |
| Charles Stanley Securities, Joint Rule 3 Adviser and broker to Sovereign Reversions | Tel: 020 7149 6000 |
| Dugald Carlean | |
| Ben Johnston | |
| Fairfax I.S. PLC, Joint Rule 3 Adviser to Sovereign Reversions | Tel: 020 7598 5368 |
| David Floyd | |
| Andrew Cox | |
| Wriglesworth Consultancy, Financial PR to Sovereign Reversions | |
| Mark Baker | Tel: 07980 635 243 |
| Tom Urpeth | Tel: 020 7427 1400 |
Charles Stanley Securities, a division of Charles Stanley & Co Limited is acting exclusively for Sovereign Reversions and no one else in connection with the possible Transaction and will not be responsible to anyone other than Sovereign Reversions for providing the protections afforded to customers of Charles Stanley Securities or for providing advice in relation to the possible Transaction or any other matter referred to herein.
Fairfax I.S. PLC is acting exclusively for Sovereign Reversions and no one else in connection with the possible Transaction and will not be responsible to anyone other than Sovereign Reversions for providing the protections afforded to customers of Fairfax I.S. PLC or for providing advice in relation to the possible Transaction or any other matter referred to herein.
J.P. Morgan Cazenove is a marketing name for the UK investment banking business of J.P. Morgan plc and its associated companies. J.P. Morgan Cazenove is acting exclusively for Grainger and no one else in connection with the possible Transaction and will not be responsible to anyone other than Grainger for providing the protections afforded to customers of J.P. Morgan Cazenove or for providing advice in relation to the possible Transaction or any other matter referred to herein.
Dealing disclosure requirements
Under Rule 8.3(a) of the City 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 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 pm (UK time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (UK 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 City 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 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 pm (UK 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 of 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 Takeover 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.