TIDMGOI
RNS Number : 2896F
GoIndustry-DoveBid PLC
13 June 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM CANADA, AUSTRALIA, JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
13 June 2012
RECOMMENDED CASH ACQUISITION OF GOINDUSTRY-DOVEBID PLC
BY LIQUIDITY SERVICES LIMITED
(A WHOLLY-OWNED SUBSIDIARY OF LIQUIDITY SERVICES, INC.)
Approval of Scheme of Arrangement at Court Meeting and General
Meeting
On 9 May 2012, GoIndustry-DoveBid plc (the "Company" or
"GoIndustry") announced that the Boards of directors of the Company
and Liquidity Services, Inc. ("Liquidity Services") had reached
agreement on the terms of a recommended proposal for the cash
acquisition of the entire issued and to be issued share capital of
GoIndustry by Liquidity Services Limited ("Liquidity Services UK"),
a wholly-owned subsidiary of Liquidity Services (the
"Acquisition"). The Acquisition is to be implemented by way of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme") and involves a reduction of the capital of the Company
under section 641 of the Companies Act 2006.
On 23 May 2012, GoIndustry published and posted a circular (the
"Scheme Document") to Shareholders of GoIndustry. The Scheme
Document contains, amongst other things, the full terms and
conditions of the Scheme and an explanatory statement in compliance
with section 897 of the Companies Act 2006.
The Directors of GoIndustry are pleased to announce that at the
Court Meeting and the General Meeting held earlier today, all the
resolutions proposed at the meetings were duly passed.
Court Meeting
The resolution to approve the Scheme of Arrangement 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 % of Scheme Shares % of total
Shares voted voted Scheme Shares
voted
========= ================= =================== ===============
For 7,300,696 99.99% 74.51%
========= ================= =================== ===============
Against 1,040 0.01% 0.01%
========= ================= =================== ===============
Of a total of 41 Scheme Shareholders who voted at the Court
Meeting (in person or by proxy), 38 (approximately 92.68 per cent.
in number) voted for and 3 (approximately 7.32 per cent. in number)
voted against the resolution to approve the Scheme.
General Meeting
Both:-
(i) 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 167 - 'Scheme of Arrangement'); and
(ii) the ordinary resolution to approve the UK Share Sale
Agreement and the US Assets Sale Agreement;
were also decided on a poll and both resolutions were duly
passed. The results of the polls (which were the same for both
resolutions) were as follows:-
Special resolution and Ordinary resolution:-
Number of GoIndustry Percentage of Percentage of
Shares voted GoIndustry Shares total GoIndustry
voted Shares voted
========== ===================== =================== ==================
For 7,569,381 99.99% 77.25%
========== ===================== =================== ==================
Against 1,040 0.01% 0.01%
========== ===================== =================== ==================
Withheld 0 100% 77.26%
========== ===================== =================== ==================
Of a total of 45 Shareholders who voted at the General Meeting
(in person or by proxy), 42 (approximately 93.33 per cent. in
number) voted for, 3 (approximately 6.67 per cent. in number) voted
against and no Shareholders withheld their vote in respect of both
the special resolution and the ordinary resolution.
Timetable
Completion of the Acquisition remains subject to the
satisfaction (or, if appropriate, waiver by Liquidity Services) of
the remaining conditions of the Scheme and the Acquisition set out
in Part A of Part 3 of the Scheme Document, which include, amongst
other things, the sanction of the Scheme by the Court at the Scheme
Court Hearing scheduled to take place on 29 June 2012 and the
confirmation of the Reduction of Capital by the Court at the
Capital Reduction Court Hearing, scheduled to take place on 3 July
2012.
The expected timetable for the Acquisition remains as set out on
page 10 of the Scheme Document and it is currently expected that
the Scheme will become effective on 4 July 2012.
Suspension and Cancellation of trading in GoIndustry Shares on
AIM
Prior to the Scheme becoming effective, GoIndustry will make an
application to the London Stock Exchange for the cancellation of
the GoIndustry Shares from trading on AIM. Accordingly, it is
expected that trading in the GoIndustry Shares on AIM will be
suspended at 7.30 a.m. (London time) on [3] July 2012 and that, if
the Scheme is sanctioned by the Court and the other conditions to
the Scheme and the Acquisition (other than delivery of the Court
Order to the Registrar of Companies in England and Wales) are
satisfied or waived, the admission of the GoIndustry Shares to
trading on AIM will be cancelled at 7.00 a.m. (London time) on 5
July 2012. The last day for dealings in, and for registration of
transfers in GoIndustry Shares will therefore be 2 July 2012.
Availability of Scheme Document
The Scheme Document is available for inspection on GoIndustry's
website (http://www.go-dove.com/company/InvestorRelations.asp)
under the heading 'Recommended Cash Acquisition by Liquidity
Services'.
Unless the context otherwise requires, terms defined in the
Scheme Document have the same meaning in this announcement.
Enquiries:
GoIndustry-DoveBid plc +44 20 7098 3700
Neville Davis, Chairman
Jack Reinelt, Chief Executive Officer
Leslie-Ann Reed, Chief Financial Officer
WH Ireland Ltd. (Financial Adviser and Nominated
Adviser to GoIndustry) +44 20 7220 1650
Chris Fielding
James Bavister
St. Brides Media & Finance Ltd. (Public Relations
Adviser to GoIndustry) +44 20 7236 1177
Felicity Edwards
Liquidity Services, Inc. +1 202 467 6868
Jim Rallo, Chief Financial Officer and Treasurer
1920 L Street, N.W.
6(th) Floor
Washington, D.C.
United States of America
RBC Capital Markets (Financial Adviser to Liquidity
Services) +44 207 653 4000
Stephen J. McPherson
Mark Rushton
WH Ireland, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for GoIndustry and no one
else in connection with the Acquisition and other matters referred
to in this announcement and the Scheme Document and will not be
responsible to any person other than GoIndustry for providing the
protections afforded to clients of WH Ireland nor for giving advice
in relation to the Acquisition or any other matter or arrangement
referred to in this announcement.
RBC Capital Markets, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for Liquidity
Services UK and no one else in connection with the Acquisition and
other matters referred to in this announcement and the Scheme
Document and will not be responsible to any person other than
Liquidity Services UK for providing the protections afforded to
clients of RBC Capital Markets nor for giving advice in relation to
the Acquisition or any other matter or arrangement referred to in
this announcement.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme Document, which contains the
full terms and conditions of the Acquisition, including details of
how the Acquisition can be approved and completed.
Whether or not certain GoIndustry Shares were voted at the Court
Meeting or the General Meeting, if the Scheme becomes effective,
those GoIndustry Shares will be cancelled or transferred to
Liquidity Services UK (or its nominee(s)) pursuant to the Scheme in
return for the payment of 73 pence in cash per GoIndustry
Share.
Overseas shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction. This announcement does
not constitute an offer or an invitation to purchase or subscribe
for any securities or a solicitation of an offer to buy any
securities pursuant to this announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful. This
announcement has been prepared for the purposes of complying with
the laws of England and Wales and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of any jurisdiction outside England and Wales.
The Acquisition relates to shares in a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the Securities Exchange Act of 1934, as
amended. Accordingly, the Acquisition is subject to the disclosure
requirements, rules and practices applicable in England and Wales
to schemes of arrangement, which differ from the requirements of
the US proxy solicitation and tender offer rules. However, if
Liquidity Services UK were to elect to implement the Acquisition by
means of a Takeover Offer (which it reserves the right to do), such
Takeover Offer will be made in compliance with all applicable laws
and regulations, including the US tender offer rules, to the extent
applicable.
The availability of the Acquisition to GoIndustry Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
Unless otherwise agreed by Liquidity Services UK and GoIndustry,
or required by the Code, and permitted by applicable law and
regulation, the Acquisition will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this announcement
and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
Publication on website
Copies of this announcement and the Scheme Document will be
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on GoIndustry's
website at http://www.go-dove.com/company/InvestorRelations.asp,
under the heading 'Recommended Cash Acquisition by Liquidity
Services' up to and including the Scheme Effective Date.
For the avoidance of doubt, the content of the website referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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