Last checked at 13 Aug 2018 15:24
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY TRANSFERABLE SECURITIES NOR SHALL IT FORM THE BASIS OF ANY CONTRACT FOR THE SALE OF ANY INTEREST IN A TRANSFERABLE SECURITY OR A SOLICITATION, INDUCEMENT, ADVICE OR RECOMMENDATION TO EFFECT ANY TRANSACTION OF ANY KIND WHATSOEVER. IT IS NOT AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
Inland ZDP PLC
Results of Meetings,
Tender Offer and
Placing of ZDP Shares
13 August 2018
Class meetings and a general meeting (the "Meetings") took place today to consider Proposals which include (i) the continuation of the life of the ZDP Shares for an additional five years to 10 April 2024, (ii) an increase in the Final Capital Entitlement, (iii) various amendments to the Loan Notes and Contribution Agreement between Inland Homes and the Company, (iv) the adoption of new Articles of Association and (v) the ratification of a previous issue of ZDP Shares. The Proposals were accompanied by a Tender Offer by Panmure Gordon to the holders of ZDP Shares on the register of members at close of business on 18 July 2018 and a Placing all of which were conditional on the passing of resolutions at the Meetings.
A circular containing full information concerning the Proposals and notices of class meetings and a general meeting to approve the Proposals was posted to Shareholders on 19 July 2018 and an announcement containing details of the Proposals and the Placing was released on that date. Words and expressions used in this announcement have the same meanings as in the announcement dated 19 July 2018.
Results of the Meetings
1. Class meeting of ZDP Shareholders
The resolution as set out in the notice of ZDP Class Meeting dated 19 July 2018 was passed with the requisite majority.
Details of the proxy votes in respect of the resolution are set out below:
For | Discretionary | Against | Withheld | |
Votes | 4,739,878 | 14,759 | 23,333 | 0 |
Percentage of votes cast | 99.2 | 0.3 | 0.5 | 0 |
2. Class Meeting of Ordinary Shareholders
The resolution as set out in the notice of Ordinary Class Meeting dated 19 July 2018 was passed with 100% of the voting rights being cast FOR the resolution.
3. General Meeting
The resolutions as set out in the notice of General Meeting dated 19 July 2018 were all passed with the requisite majority.
Details of the proxy votes in respect of resolution 1 are set out below:
For | Discretionary | Against | Withheld | |
Resolution 1 | ||||
Votes | 4,719,247 | 14,759 | 23,333 | 0 |
Percentage of votes cast | 99.2 | 0.3 | 0.5 | 0 |
Holders of ZDP Shares and of Ordinary Shares voted on resolution 1.
Only Ordinary Shareholders had voting rights in respect of resolutions 2 and 3, both of which were passed with 100% of the voting rights being cast FOR the resolutions.
Result of Tender Offer
Valid applications to participate in the Tender Offer by Panmure Gordon have been received in respect of 1,621,923 ZDP Shares with a value at the Tender Price (150.8 pence) of £2,445,859.86. All such applications have been accepted in full.
Result of the Placing
Placing commitments of £3,953,859.86 have been procured by Panmure Gordon in respect of which £2,445,859.86 will be applied to satisfy the consideration payable pursuant to the Tender Offer. Subject to Admission, the remaining £1,508,000 will be paid to Inland ZDP PLC as subscription moneys for 1,000,000 new ZDP Shares.
Application has been made to the UK Listing Authority and the London Stock Exchange for the Admission of the 1,000,000 new ZDP Shares to the standard segment of the Official List and to trading respectively.
Following Admission, there will be 13,444,200 ZDP Shares in issue.
Use of proceeds
The gross proceeds of the issue of new ZDP Shares are £1,508,000, which the Company will lend to its ultimate holding company, Inland Homes, pursuant to an interest-free secured loan note to be entered into between the Company and Inland Homes on or shortly after Admission ("New Loan Note"). The New Loan Note will be on the same terms as the loan note entered into between the Company and Inland Homes on 20 December 2012, as amended pursuant to the Proposals approved today.
Expected timetable
2018
| |
Admission of new ZDP Shares (if any) to the standard segment of the Official List and to trading on the London Stock Exchange and commencement of dealings in such new ZDP Shares (if any)
| 16 August |
CREST accounts credited in respect of Tender Offer proceeds for uncertificated ZDP Shares
| as soon as practicable after 8.00 a.m. on 16 August
|
Placees' CREST accounts credited with the ZDP Shares
| as soon as practicable after 8.00 a.m. on 16 August
|
Cheques despatched in respect of Tender Offer proceeds for certificated ZDP Shares
| 16 August |
Definitive share certificates for the New ZDP Shares to be dispatched (if required)
| 20 August or as soon as possible thereafter |
All of the times and dates in the expected timetable may be extended or brought forward without further notice. If any of the above times and/or dates change materially, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service provider.
Enquiries:
Inland Homes plc and Inland ZDP PLC | Tel: +44 (0) 1494 762 450 |
Stephen Wicks, CEO/Chairman Nishith Malde, Finance Director | |
EGR Broking Limited Financial adviser to Inland ZDP PLC David Floyd Jonathan Hall
| Tel: +44 (0)203 697 9496 |
Panmure Gordon (UK) Limited Nominated Adviser and Broker to Inland Homes plc and broker to Inland ZDP PLC | Tel: +44 (0) 20 7886 2500 |
Dominic Morley (Corporate Finance) | |
FTI Consulting Financial PR and investor relations | Tel: +44 (0) 20 3727 1000 |
Dido Laurimore Claire Turvey Richard Gotla Methuselah Tanyanyiwa
|
Important notices relating to financial advisers and corporate brokers
EGR Broking Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting for the ZDPCo and Inland Homes in connection with the Proposals and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the content of the Circular, or for providing advice in relation to the Proposals.
Panmure Gordon, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as principal in relation to the Tender Offer and for ZDPCo and Inland Homes in connection with the other aspects of the Proposals, including the Placing insofar as it relates to new ZDP Shares being issued by the Company, and for no one else and will not be responsible to anyone other than ZDPCo and Inland Homes for providing the protections afforded to its clients, for the content of the Circular, or for providing advice in relation to the Proposals.
This announcement is for information purposes only and is not an invitation, inducement or the solicitation of an offer to purchase, or otherwise acquire, subscribe for or sell or otherwise dispose of or exercise rights in respect of any securities.
Further information
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer, to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposals (including the Tender Offer) or otherwise. The Proposals (including the Tender Offer) will be implemented solely pursuant to the terms set out in the Circular and Tender Form. Any decision in respect of, or other response to, the Proposals (including the Tender Offer) should be made only on the basis of the information contained in the Circular. ZDP Shareholders are advised to read the Circular carefully.
This announcement does not constitute a prospectus or prospectus equivalent document.
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the ability of ZDP Shareholders who are not resident in the United Kingdom to vote on the Proposals or participate in the Tender Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or ZDP Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Tender Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the Tender Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Circular and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.