TIDMLHD TIDMPMG
RNS Number : 1423J
Lochard Energy Group PLC
11 July 2013
FOR IMMEDIATE RELEASE
Not for release, publication or distribution, in whole or in
part, in or into any Restricted Jurisdictions or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
11 July 2013
The Parkmead Group plc
Recommended Offer for
Lochard Energy Group plc
(to be implemented by way of a scheme of arrangement under Part
26 of the Companies Act 2006)
Results of Court Meeting and General Meeting
Lochard Energy Group plc ("Lochard") announces that the Scheme
relating to the acquisition of Lochard by The Parkmead Group plc
("Parkmead") was today approved at the Court Meeting and the
special resolution was approved at the General Meeting.
Voting results
The voting results in relation to the Court Meeting and the
General Meeting are summarised below:
COURT MEETING
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
94.26% by value of those Scheme Shares voted, voted in favour of
the resolution to approve the Scheme. The resolution proposed at
the Court Meeting was decided on a poll. Details of the votes cast
were as follows:
Number of Scheme Percentage Number of Scheme Percentage (%)
Shareholders (%) Shares voted
who voted
FOR 76 83.52 202,496,909 94.26
AGAINST 15 16.48 12,324,376 5.74
Accordingly, the resolution proposed at the Court Meeting was
duly passed on a poll vote.
The number of Scheme Shares voted in favour of the resolution as
a percentage of the Scheme Shares in issue at the Voting Record
Time was 67.7% and the number of Scheme Shares voted against the
resolution as a percentage of the Scheme Shares in issue at the
Voting Record Time was 4.1%.
GENERAL MEETING
The special resolution proposed at the General Meeting was
passed by the requisite majority on a poll. The voting results for
the Special Resolution were as follows:
Number of Lochard Percentage (%)
Energy Shares voted
FOR 204,830,750 94.85
AGAINST 11,129,822 5.15
VOTE WITHHELD 1,000 Less than 0.001
Next Steps
Completion of the Scheme remains subject to the satisfaction or,
if permitted, waiver of the remaining conditions of the Scheme set
out in the scheme document dated 17 June 2013 (the "Scheme
Document") including, inter alia, the sanction of the Scheme and
the confirmation of the Capital Reduction by the Court. The Court
Hearing to sanction the Scheme and to confirm the Capital Reduction
is expected to take place on 25 July 2013. It is expected that the
last day for dealings in Lochard Energy Shares will be 24 July 2013
and the Scheme will become effective on 25 July 2013. If the Scheme
becomes effective on 25 July 2013, it is expected that the
admission of the Lochard Energy Shares to trading on AIM will be
cancelled on 26 July 2013 or shortly thereafter. A timetable of the
key remaining events is set out below:
Last day of dealings in, and 24 July 2013
for registration of transfers
and disablement in CREST of,
Lochard Energy Shares
Scheme Record Time 6.00 p.m. on 24 July 2013
Dealings in Lochard Energy 7.30 a.m. on 25 July 2013
Shares suspended
Court Hearing (to sanction 25 July 2013
the Scheme and confirm the
Capital Reduction)
Effective Date of the Scheme 25 July 2013
Cancellation of admission to 7.00 a.m. on 26 July 2013
trading on AIM of, and cessation
of dealings in, Lochard Energy
Shares
New Parkmead Ordinary Shares 26 July 2013
to be issued
Admission of the New Parkmead 8.00 a.m. on 26 July 2013
Ordinary Shares to trading
on AIM and commencement of
dealings in New Parkmead Ordinary
Shares on AIM
CREST members' accounts credited as soon as possible after 8.00
in respect of New Parkmead a.m. on 26 July 2013
Ordinary Shares in uncertificated
form
Latest date of despatch of on or by 9 August 2013
share certificates for New
Parkmead Ordinary Shares
Long-stop date, being the date 31 October 2013
by which the Scheme must be
implemented
The dates stated above are indicative only and will depend,
among other things, on the date upon which the Court sanctions the
Scheme and confirms the associated Capital Reduction and the date
on which the conditions set out in Appendix I of the Scheme
Document are satisfied or (if capable of waiver) waived. If any of
the expected dates change, Lochard will, unless the Panel otherwise
directs, give notice of the change by issuing an announcement
through a Regulatory Information Service.
Except as otherwise defined herein, capitalised terms used
herein have the same meanings as set out in the Scheme
Document.
Further enquiries:
CIBC World Markets plc +44 (0) 20 7234 6462
Financial adviser and Rule 3 adviser to Lochard
Sameer Pethe
Jonathan Bradfield
finnCap Limited +44 (0) 20 7220 0500
Nominated Advisor and Broker to Lochard
Matthew Robinson
Christopher Raggett
CIBC World Markets plc, which is authorised in the UK by the
Prudential Regulation Authority and regulated in the UK by the
Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for Lochard and no one else in
connection with the matters described in this announcement and will
not be responsible to anyone other than the Company for providing
the protections afforded to clients of CIBC World Markets plc nor
for providing advice in relation to the matters described in this
announcement.
finnCap Limited, which is authorised and regulated in the UK by
the Financial Conduct Authority, is acting exclusively for Lochard
and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
finnCap Limited nor for providing advice in relation to the matters
described in this announcement.
This announcement is not intended to, and does not constitute,
or form part of, an offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. Shareholders of Lochard are advised
to read carefully the formal documentation in relation to the
Parkmead offer once it has been despatched. The proposals of the
offer will be made solely through the Scheme Document, which will
contain the full terms and conditions of the Scheme, including
details of how to vote with respect to the Scheme. Any response to
the proposals should be made only on the basis of the information
in the Scheme Document.
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. This announcement
has been prepared for the purposes of complying with English law
and the City Code on Takeovers and Mergers 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 and regulations of any jurisdiction outside of
England.
Disclosure requirements of the City Code on Takeovers and
Mergers (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.
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.
Publication on Website
A copy of this announcement and the Scheme Document will be made
available, free of charge subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, at
www.lochardenergy.com by no later than 12 noon (London time) on the
Business Day following the date of this announcement.
Neither the content of the website referred to in this
announcement nor the content of any website accessible from
hyperlinks on Lochard's website (or any other website) is
incorporated into, or forms part of, this announcement.
You may request a hard copy of this announcement, free of
charge, by contacting Computershare Investor Services Plc on +44
(0) 870 707 1256. Unless so requested, a hard copy of this
announcement will not be sent to you. Lochard shareholders may also
request that all future documents, announcements and information to
be sent to them in relation to the Parkmead offer should be in hard
copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLLFVVDLILLIV
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