21 Jul 2022 13:30
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 OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
21 July 2022
Recommended All-Share Offer
for
Pires Investments plc ("Pires")
by
Tern plc ("Tern")
proposed to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting and Lapsing of Scheme
On 1 June 2022, it was announced that the Tern Directors and Pires Directors had reached agreement on the terms of a recommended all-share offer by Tern for the issued and to be issued share capital of Pires, proposed to be effected by means of a court-sanctioned scheme of arrangement (the "Scheme") between Pires and Pires Shareholders under Part 26 of the Companies Act 2006 (the "Acquisition").
Earlier today, Pires convened the Court Meeting and General Meeting in connection with the Acquisition.
At the Court Meeting, 60 out of 75 Scheme Shareholders present and voting (whether in person or by proxy) voted in favour of the Scheme, representing 53.50 per cent. in value of the Scheme Shares. While the majority of Scheme Shareholders voting and present at the Court Meeting voted in favour of the Scheme, this did not meet the requirement that Scheme Shareholders voting and present at the Court Meeting representing 75 per cent. or more in value of the Scheme Shares held by such Scheme Shareholders must vote in favour of the Scheme.
At the General Meeting, 53.75 per cent. of the Pires Shareholders present and voting (whether in person or by proxy) voted in favour of the Special Resolution, which was below the minimum threshold (75 per cent. of those shares voted) needed to approve the Special Resolution.
Accordingly, certain of the conditions to the Scheme were not satisfied and the Scheme has lapsed.
The Court Hearing to sanction the Scheme, which was expected to be held on or around 28 July 2022, will now not take place.
As a result, Pires is no longer in an offer period as defined by the City Code on Takeovers and Mergers (the "Code").
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.
Results of Court Meeting | No. of Scheme Shares voted | % of Scheme Shares voted* | No. of Pires Shareholders who voted | % of Pires Shareholders who voted* | No. of Scheme Shares voted as % of issued share capital* |
For | 53,813,889 | 53.50% | 60 | 80.00% | 31.57% |
Against | 46,765,049 | 46.50% | 15 | 20.00% | 27.44% |
Total | 100,578,938 | - | 75 | - | 59.01% |
* Rounded to two decimal places
Voting results of the General Meeting
The table below sets out the results of the poll at the General Meeting. Each Pires Shareholder, present in person or by proxy, was entitled to one vote per Pires Share held at the Voting Record Time.
For** | Against | Total | |||
Special resolution | No. of votes | % of votes* | No. of votes | % of votes* | No. of votes |
Approval of the implementation of the Scheme | 68 | 53.75% | 15 | 46.25% | 100,822,109 |
Amendments to the articles | 68 | 53.75% | 15 | 46.25% | 100,822,109 |
Re-registration as a private company | 67 | 53.74% | 16 | 46.26% | 100,822,109 |
* Rounded to two decimal places
** Includes discretionary votes
The total number of Pires Shares in issue at the Voting Record Time was 170,456,642. Consequently, the total voting rights in Pires at the Voting Record Time were 170,456,642.
Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document published on 28 June 2022 in relation to the Acquisition.
Enquiries:
Pires Investments plc Nicholas Lee, Non-Executive Director
| +44 (0) 20 3368 8961 |
Cairn Financial Advisers LLP Financial Adviser, Rule 3 Adviser and Nominated Adviser to Pires James Lewis / Liam Murray / Ludovico Lazzaretti
| +44 (0) 20 7213 0880 |
Peterhouse Capital Limited Joint Broker to Pires Duncan Vasey / Lucy Williams
| +44 (0) 20 7469 0935 |
Tennyson Securities Joint Broker to Pires Peter Krens
| +44 (0) 20 3167 7221 |
Yellow Jersey PR PR advisers to Pires Sarah Hollins / Henry Wilkinson / Annabelle Wills
| +44 (0) 20 3004 9512
|
Notices related to the financial adviser
Cairn, which is authorised and regulated by the FCA in the UK, is acting as financial adviser and Rule 3 adviser exclusively for Pires and no one else in connection with the Acquisition and the matters set out in this announcement and will not be responsible to any person other than Pires for providing the protections afforded to clients of Cairn, nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein. Cairn's responsibilities as Pires' Nominated Adviser under the AIM Rules for Companies and AIM Rules for Nominated Advisers are owed solely to London Stock Exchange and no other person. Cairn has not authorised and is not making any representation or warranty, express or implied, as to the contents of this announcement.