TIDMAPS
RNS Number : 6425T
Alpha Strategic PLC
21 November 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
21 November 2013
RECOMMENDED CASH ACQUISITION
of
ALPHA STRATEGIC PLC
resulting in the holding by
NORTHILL EUROPE HOLDINGS S.ÁR.L.
(a wholly-owned subsidiary of Northill Capital Holdings
Limited)
of the entire issued share capital of Alpha not already
owned by Northill to be effected by means of a scheme of
arrangement
under Part 26 of the Companies Act 2006
Alpha Shareholders vote in favour of recommended cash
acquisition by Northill
Highlights
-- Ordinary Shareholders voted to approve the Scheme to implement acquisition by Northill
-- Subject to the Court sanctioning the Scheme and satisfaction
of certain other conditions, the effective date is expected to be
11 December 2013, with cancellation of admission of Ordinary Shares
to trading on AIM expected at 7.00 a.m. (London time) on 12
December 2013
-- Alpha Shareholders will receive 25 pence for each Ordinary
Share and A Share held upon the Scheme becoming effective
-- Payment to Alpha Shareholders is expected to be made by 25 December 2013
Results of Court Meetings and General Meeting
Alpha Strategic plc ("Alpha") announces that:
-- at the First Court Meeting held earlier today, Ordinary
Shareholders holding 76.21% of the Ordinary Shares (other than the
Ordinary Shares which are registered in the name of or beneficially
owned by Northill or its nominee(s)) voted to approve the Scheme to
implement the recommended cash acquisition (the "Acquisition") of
the entire issued and to be issued share capital of Alpha (not
already owned by Northill) by Northill. Accordingly, the resolution
was passed by the requisite majority at the First Court
Meeting;
-- at the Second Court Meeting held earlier today, holders of
100% of the A Shares voted to approve the Scheme to implement the
Acquisition. Accordingly, the resolution was passed by the
requisite majority at the Second Court Meeting; and
-- the Special Resolution proposed at the subsequent General Meeting was duly passed.
The full text of the Special Resolution is contained in the
notice of the General Meeting set out in the Scheme Document
defined below, which is available on Alpha's website at
www.alphastrategic.com. The results of the polls conducted at the
Court Meetings and General Meeting are detailed below.
Holders of Scheme Shares who appear on the Alpha register of
members at 6.00 p.m. (London time) on 9 December 2013 will be
entitled to receive 25 pence in cash for each Scheme Share
held.
Detailed results of the voting at the First Court Meeting held
earlier today (based on Alpha's issued share capital of 9,225,758
Ordinary Shares, with 4,705,137 Ordinary Shares already held by
Northill and no Ordinary Shares held in treasury as at close of
business on 20 November 2013, the business day preceding the date
of the Court Meetings and the General Meeting) was as follows:
Results of Number of Percentage
First Court eligible Ordinary of eligible Number of
Meeting Shareholders Ordinary Shareholders eligible Ordinary Percentage
who voted who voted Shares voted of eligible
or abstained Ordinary Shares
voted
For 7 100% 3,445,184 76.21%
------------------- ----------------------- -------------------- ------------------
Against 0 0% 0 0%
------------------- ----------------------- -------------------- ------------------
Vote Withheld* 1* N/A* N/A* N/A*
------------------- ----------------------- -------------------- ------------------
Total 8 (in attendance) 100% 3,445,184 76.21%
------------------- ----------------------- -------------------- ------------------
* A "Vote Withheld" is not a vote in law and accordingly is not
counted in the calculation of the proportion of votes "For" and
"Against" cast at the First Court Meeting
Detailed results of the voting at the Second Court Meeting held
earlier today (based on Alpha's issued share capital of 1,400 A
Shares as at close of business on 20 November 2013, the business
day preceding the date of the Court Meetings and the General
Meeting) was as follows:
Results of Number of Percentage Number of Percentage
Second Court A Shareholders of A Shareholders A Shares Voted of A Shares
Meeting who voted who voted voted
For 2 100% 1,400 100%
---------------- ------------------- ---------------- -------------
Against 0 0% 0 0%
---------------- ------------------- ---------------- -------------
Total 2 100% 1,400 100%
---------------- ------------------- ---------------- -------------
Detailed results of the voting at the General Meeting held
earlier today was as follows:
Results of General Number of Ordinary Number of Percentage of
Meeting Shares voted or abstained Ordinary Ordinary Shares
Shares voted voted
For 8,150,321 8,150,321 88.3%
--------------------------- -------------- -----------------
Against 0 0 0%
--------------------------- -------------- -----------------
Vote Withheld* 1,300* N/A* N/A*
--------------------------- -------------- -----------------
8,151,621 (includes
Total votes withheld) 8,150,321 88.3%
--------------------------- -------------- -----------------
* A "Vote Withheld" is not a vote in law and accordingly is not
counted in the calculation of the proportion of votes "For" and
"Against" the Special Resolution
Effective Date
Completion of the Acquisition is conditional upon the
satisfaction of the conditions to the Scheme. Following
satisfaction of these conditions, the hearings of the petition to
the Court to sanction the Scheme and to confirm the related capital
reduction are expected to take place on 10 December 2013.
Subject to the Court sanctioning the Scheme and the satisfaction
of certain other conditions, it is expected that the last day of
dealings in, and for registration of transfers of, Ordinary Shares
will be 6 December 2013 and that the Scheme will become effective
on 11 December 2013 (the "Effective Date").
Timetable
It is expected that the cancellation of admission of Ordinary
Shares to trading on AIM will take place at 7.00 a.m. (London time)
on 12 December 2013.
The expected timetable of events for the Scheme as set out in
the scheme document issued by Alpha on 28 October 2013 (the "Scheme
Document") remains unchanged.
Settlement
If the Scheme becomes effective on 11 December 2013, it will be
binding on all Alpha Shareholders, whether or not they attended or
voted in favour of the Scheme and the Special Resolution at the
Court Meetings and General Meeting.
Payment of the Cash Consideration to Alpha Shareholders is
expected to be made by 25 December 2013.
Other
All times shown in this announcement are London times unless
otherwise stated. Some dates are indicative only and will depend,
among other things, on the date upon which the Court sanctions the
Scheme and whether (and, if so, when) the Conditions are fulfilled
or (if capable of waiver) waived. If any of the key dates in the
timetable change, Alpha will give notice of the changes by issuing
an announcement via a Regulatory Information Service. All Alpha
Shareholders have the right to attend the Court Hearings in person
or through counsel to support or oppose the sanctioning of the
Scheme.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document. A copy of this announcement will be available free of
charge (subject to any applicable restrictions with respect to
persons resident in Restricted Jurisdictions) on Alpha's website at
www.alphastrategic.com and Northill Capital Group's website at
www.northill.com.
Enquiries:
Northill Europe Holdings S.ár.l. and Tel: +44 (0)20 7016 4040
Northill Capital Holdings Limited
Jeremy Bassil
finnCap Ltd Tel: +44 (0)20 7220 0500
Stuart Andrews/Henrik Persson
Alpha Strategic plc Tel: +44 (0)20 7222 3005
Alistair McKay
Westhouse Securities Limited Tel: +44 (0)20 7601 6100
Tom Griffiths/Paul Gillam
finnCap Ltd, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Northill and Northill Capital and no one else in connection with
the Acquisition and will not be responsible to anyone other than
Northill and Northill Capital for providing the protections
afforded to clients of finnCap Ltd or for providing advice in
relation to the Acquisition or in relation to the contents of this
announcement or any transaction or arrangement referred to herein.
Neither finnCap Ltd, nor any of its subsidiaries, branches or
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 finnCap Ltd in connection with the Acquisition.
Westhouse, which is authorised and regulated by the Financial
Conduct Authority and is a member of the London Stock Exchange, is
acting exclusively as financial adviser to the Independent
Directors and no one else in connection with the matters described
in this announcement, and will not be responsible for anyone other
than the Independent Directors for providing the protections
afforded to clients of Westhouse nor for providing advice in
relation to the matters referred to in this announcement. Neither
Westhouse nor any of its subsidiaries, branches or 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
Westhouse in connection with the Acquisition.
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation 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 Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document, which
will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
acceptance or other response to the Acquisition should be made only
on the basis of the information contained in the Scheme
Document.
Northill reserves the right to elect (with the consent of the
Panel (where necessary)) to implement the Acquisition by way of a
Takeover Offer. In the event that the Acquisition is to be
implemented by way of a Takeover Offer, the Alpha Shares (other
than the Alpha Shares already held by Northill) will be acquired
pursuant to the Takeover Offer fully paid and free from all liens,
charges, equitable interests, encumbrances and rights of
pre-emption and any other interests of any nature whatsoever and
together with all rights attaching thereto. In this event, the
Acquisition would be implemented on substantially the same terms as
those which would apply to the Scheme (subject to appropriate
amendments). The acceptance condition would be set at 90 per cent.
of the shares to which such offer relates (or such lesser
percentage (being more than 50 per cent.) as Northill may decide
with the consent of the Panel).
Notice to US Holders of Alpha Shares
The Scheme relates to the shares of an English company that is a
"foreign private issuer" as defined under Rule 3b-4 under the
Exchange Act and will be governed by English law. Neither the proxy
solicitation rules nor the tender offer rules under the Exchange
Act will apply to the Scheme. Moreover, the Scheme is subject to
the disclosure requirements and practices applicable in the United
Kingdom and under the Takeover Code to schemes of arrangement,
which differ from the disclosure requirements of the US proxy
solicitation rules and tender offer rules. Certain financial
information included or referred to in this announcement, or which
is or may be incorporated by reference into this announcement, has
been or will have been prepared, unless specifically stated
otherwise, in accordance with accounting standards applicable in
the United Kingdom. This may not be comparable to the financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the US. If Northill exercises its right to implement
the acquisition of the Alpha Shares (other than the Alpha Shares
already held by Northill) by way of a Takeover Offer, the Takeover
Offer will be made in compliance with applicable US securities laws
and regulations.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for its Alpha Shares pursuant to the Scheme may be
a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other tax
laws. Each Alpha Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to him.
It may be difficult for US Holders of Alpha Shares to enforce
their rights and claims arising out of the US federal securities
laws. Alpha is registered and organised under the laws of England
and Wales. The officers and directors of Alpha are residents of
countries other than the United States. It may not be possible to
sue Alpha in a non-US court for violations of US securities laws.
It may be difficult to compel Alpha and its respective affiliates
to subject themselves to the jurisdiction and judgment of a US
court.
Overseas Shareholders
The availability of the offer or the distribution of this
announcement to Alpha Shareholders who are not resident or
ordinarily resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Such persons should inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdictions. Alpha Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without
delay.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 securities exchange
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 securities exchange 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 securities exchange 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 p.m. (London time) on the 10(th)
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10(th)
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover 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 securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange 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 p.m. (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
securities exchange 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. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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