TIDMRED TIDMMXM
RNS Number : 9075O
Redstone PLC
17 October 2012
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
17 October 2012
Redstone plc
Result of General Meeting
Redstone plc (the "Company" or "Redstone") is pleased to
announce that at a General Meeting of the Company held earlier
today, each of the resolutions set out in the notice of general
meeting annexed to a circular of the Company dated 24 September
2012, relating to the Placing and the recommended acquisition of
Maxima Holdings plc ("Maxima") by Redstone, to be effected by means
of a scheme of arrangement under Part 26 of the Companies Act
2006.
The resolutions were passed on a show of hands. A breakdown of
the proxies lodged prior to the General Meeting in respect of the
resolutions is summarised below:
Resolution 1 Resolution 2 Resolution
3
------------- -------------- -------------- --------------
For 1,971,725,120 1,971,740,976 1,970,697,027
------------- -------------- -------------- --------------
Against 276,007 260,132 1,303,826
------------- -------------- -------------- --------------
Withheld 16,010,103 16,010,122 16,010,377
------------- -------------- -------------- --------------
Total votes
cast 1,988,011,230 1,988,011,230 1,988,011,230
------------- -------------- -------------- --------------
Notes:
1. Any proxy arrangements which gave discretion to the Chairman
have been included in the "For" totals.
2. A "vote withheld" is not a vote in law and is not counted in
the calculation of the proportion of votes "for" or "against" a
resolution.
3. The issued share capital of Redstone as at 15 October 2012 is 3,102,419,622 ordinary shares.
Next steps
In order to become effective in accordance with its terms, the
Court must now sanction the Scheme and confirm the Reduction of
Capital at the Court Hearing. The Court Hearing is scheduled to
take place on 6 November 2012.
It is expected that the last day of dealings in Maxima Shares
will be 5 November 2012. Following the sanction of the Scheme and
confirmation of the Reduction of Capital by the Court it is
expected that the cancellation of trading on AIM in Maxima will
take place at 7.00 am on 12 November, being the business day
immediately following the anticipated Effective Date of the
Scheme.
If any of these expected dates change, Redstone will, unless the
Panel on Takeovers and Mergers otherwise consents, give notice of
the change by issuing a further announcement through a Regulatory
Information Service. An expected timetable of principal events is
set out below:
Scheme Record Time 6.00 p.m. on 8 November 2012
Last day of dealings in, and 5 November 2012
for registration of transfers
of, Scheme Shares
Dealings in Maxima Shares 7.00 a.m. 6 November 2012
suspended
Scheme Court Hearing 6 November 2012
Reduction Court Hearing 9 November 2012
Effective Date of the Scheme 9 November 2012
Cancellation of Maxima Shares 7.00 a.m. on 12 November 2012
to trading on AIM
Admission of New Redstone 8.00 a.m. on 12 November 2012
Shares to trading on AIM
Latest date for despatch of By 23 November 2012
cheques and certificates and
settlement through CREST
Cancellation of trading in Maxima Shares on AIM
Maxima will apply to the London Stock Exchange for the admission
to trading of Maxima Shares on AIM to be:
-- suspended with effect from 7.00 a.m. on the date of the Scheme Court Hearing; and
-- cancelled with effect from 7.00 a.m. on the Business Day
immediately following the Effective Date.
General
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Scheme Document published by
Maxima on 24 September 2012 (the "Scheme Document").
Contacts
Enquiries:
For further information, please contact:
Redstone plc
Tony Weaver, CEO / Peter Hallett, CFO Tel. +44 (0)845 201
000
finnCap
(financial adviser to Redstone) Tel. +44 (0)20 7220 0500
Marc Young / Charlotte Stranner
Newgate Threadneedle
(public relations adviser to Redstone) Tel. +44 (0)20 7653
9850
Josh Royston / Guy McDougall
Maxima Holdings plc
Michael Brooke - Senior Non Executive Director Tel: +44 (0)1242 211 211
David Memory - Chief Financial Officer
Oakley Capital Limited
(financial adviser to Maxima)
Chris Godsmark / Chris Brooks Tel: +44 (0)20 7766 6900
Cenkos
(Nominated adviser to Maxima)
Stephen Keys / Adrian Hargrave Tel: +44 (0)20 7397 8900
MHP Communications
(public relations adviser to Maxima)
Reg Hoare / Vicky Watkins Tel: +44 (0)20 3128 8100
Maxima Shareholders are advised to read the formal documentation
received by them in relation to the Offer carefully as it contains
important information.
Whether or not certain Maxima Shares were voted at the
Shareholder Court Meeting or the General Meeting, if the Scheme
becomes effective those Maxima Shares will be cancelled pursuant to
the Scheme in return for 28 New Redstone Shares for every one
Maxima Share.
Oakley Capital is acting for Maxima and no one else in
connection with the Scheme and will not regard any other person as
its client nor be responsible to anyone other than those persons
for providing the protections afforded to clients of Oakley Capital
nor for providing advice in relation to the Scheme, the contents of
this Announcement or any other matters referred to in this
Announcement. Oakley Capital is authorised and regulated by the
Financial Services Authority in respect of regulated
activities.
Cenkos Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting only for
Maxima and no one else in connection with the Scheme and will not
be responsible to anyone other than Maxima for providing the
protections afforded to clients of Cenkos Limited or for providing
advice in relation to the Scheme, the contents of this Announcement
or any other matters referred to in this Announcement.
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting only for
Redstone and no one else in connection with the Scheme and will not
be responsible to anyone other than Redstone for providing the
protections afforded to clients of finnCap Ltd or for providing
advice in relation to the Scheme, the contents of this Announcement
or any other matters referred to in this Announcement.
This Announcement has been prepared for the purposes of
complying with English law 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 and regulations of any jurisdiction outside of
England.
This announcement is not intended to, and does not, constitute
or form part of an offer or invitation to sell or subscribe for or
acquire or exchange securities in Redstone or Maxima or a
solicitation of any vote or approval in any jurisdiction pursuant
to the Merger or otherwise. The full terms and conditions of the
Scheme are set out in the Scheme Document. This announcement does
not constitute a prospectus or a prospectus equivalent document.
The release, publication or distribution of this announcement in
jurisdictions other than the UK and the implications of the Scheme
for Maxima Shareholders outside the UK may be affected by the laws
of the relevant jurisdictions. Maxima Shareholders outside the UK
should inform themselves about and observe any applicable
requirements. It is the responsibility of each Maxima Shareholder
to satisfy himself as to the full observance of the laws of the
relevant jurisdiction in connection therewith, including the
obtaining of any governmental, exchange control or other consents
which may be required to be observed and the payment of any issue,
transfer or other taxes in such jurisdictions. This announcement
has been prepared for the purpose of complying with English law and
the City 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 jurisdictions outside the
UK.
The New Redstone Shares have not been, nor will they be,
registered under the Securities Act or under the securities laws of
any jurisdiction of the United States and will not be listed on any
stock exchange in the United States. Neither the US Securities and
Exchange Commission nor any US state securities commission has
approved or disapproved of the New Redstone Shares, or determined
if this announcement is accurate or complete. Any representation to
the contrary is a criminal offence under US law. Further, the
relevant clearances have not been, and will not be, obtained from
the securities commission of any province of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance and
the New Redstone Shares have not been, and nor will they be,
registered under or offered in compliance with applicable
securities laws of any state, province, territory or jurisdiction
of Canada, Australia or Japan. Accordingly, the New Redstone Shares
may not (unless an exemption under relevant securities
Maxima Holdings (LSE:MXM)
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부터 5월(5) 2024 으로 6월(6) 2024
Maxima Holdings (LSE:MXM)
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부터 6월(6) 2023 으로 6월(6) 2024
