27 Jul 2012 14:10
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 SUCH JURISDICTION
27 July 2012
RECOMMENDED CASH OFFER
for
AUTOLOGIC HOLDINGS PLC
by
STOBART HOLDINGS LIMITED
(a wholly owned subsidiary of Stobart Group Limited)
TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006
Approval of Scheme of Arrangement at Court Meeting and General Meeting
On 18 June 2012, Stobart Group Limited ("Stobart") and Autologic Holdings plc ("Autologic") announced that they had reached agreement on the terms of a recommended cash offer pursuant to which Stobart Holdings Limited ("Stobart Holdings"), a wholly owned subsidiary of Stobart, will acquire the entire issued and to be issued ordinary share capital of Autologic by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Transaction"). A Scheme Circular containing, amongst other things, notices of the Court Meeting and the General Meeting, details of the Scheme and setting out the terms and conditions of the Transaction was posted to Autologic Shareholders on 2 July 2012.
The Directors of Autologic are pleased to announce that all the resolutions proposed at the Court Meeting and the General Meeting held earlier today were duly passed.
Court Meeting
The resolution to approve the Scheme proposed at the Court Meeting was decided on a poll and the resolution was passed. The result of the poll was as follows:-
| Number of Scheme Shares voted | As % of Scheme Shares voted | As % of total Scheme Shares |
For | 45,131,683 | 99.0% | 72.5% |
Against | 466,991 | 1.0% | 0.8% |
Of a total of 101 Scheme Shareholders who voted at the Court Meeting (in person or by proxy), 81 (approximately 80.2% per cent. in number) voted for and 20 (approximately 19.8% per cent. in number) voted against the resolution to approve the Scheme.
General Meeting
The special resolution to authorise the Directors to take actions necessary to effect the Scheme, to reduce the capital of the Company, to authorise the issue and allotment of new shares by capitalising the reserve arising from the reduction and to approve the amendment to the Company's articles of association (by the adoption of a new article 2.8 - 'Scheme of Arrangement') was decided on a poll and the resolution was duly passed. The result of the poll was as follows:-
| Number of shares voted | As % of shares voted | As % of total issued shares |
For | 45,124,697 | 99.3% | 72.5% |
Against | 315,200 | 0.7% | 0.5% |
Of a total of 91 shareholders who voted at the General Meeting (in person or by proxy), 79 (approximately 86.8 per cent. in number) voted for and 12 (approximately 13.2 per cent. in number) voted against the special resolution.
Timetable
The expected timetable for the Transaction remains as set out on page 9 of the Scheme Circular. In order for the Scheme to become effective in accordance with its terms, the Court must now confirm the Reduction of Capital at the Court hearing which is scheduled to take place on 9 August 2012. It is expected that the Scheme will become effective on 10 August 2012.
Suspension and Cancellation of trading in Autologic Shares on AIM
Prior to the Scheme becoming effective, Autologic will make an application to the London Stock Exchange for the cancellation of the Autologic Shares from trading on AIM. Accordingly, it is expected that trading in the Autologic Shares on AIM will be suspended at 7.30 a.m. (London time) on 9 August 2012 and that, if the Scheme is sanctioned by the Court and the other conditions to the Scheme and the Transaction (other than delivery of the Court Order to the Registrar of Companies in England and Wales) are satisfied or waived, the admission of the Autologic Shares to trading on AIM will be cancelled at 8.00 a.m. (London time) on 13 August 2012. The last day for dealings in, and for registration of transfers in Autologic Shares will therefore be 8 August 2012.
Unless the context otherwise requires, terms defined in the Scheme Circular shall have the same meaning in this announcement.
Enquiries
Autologic Holdings PLC Avril Palmer-Baunack, CEO
Canaccord Genuity Limited Bruce Garrow Ross Allister
| T: 01604 664458
T: 020 7523 8000 |
Biddicks Katie Tzouliadis Sophie McNulty
| T: 020 3178 6378 |
Stobart Group Limited Rodney Baker-Bates, Non-executive Chairman
| T: 01925 605 400 |
Square 1 Consulting David Bick Mark Longson | T: 020 7929 5599 |
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London 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 Code, any person who is, or becomes, interested in 1% 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 (London 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 or 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 8.3.2. Effective 19 September 2011, 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.