Results of Court Meeting and General Meeting
09 11월 2009 - 11:36PM
UK Regulatory
TIDMPWR
RNS Number : 2071C
Powerleague Group plc
09 November 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
9 November 2009
Recommended acquisition of Powerleague Group plc ('Powerleague' or the
'Company') by Patron Sports Leisure S.a.r.l. ('Patron Sports Leisure')
Results of Court Meeting and General Meeting
On 2 October 2009, the board of Patron Sports Leisure and the Independent
Directors announced that they had reached agreement on the terms of a
recommended cash offer for the acquisition of the entire issued and to be issued
share capital of Powerleague (other than the Powerleague Shares already held by
Patron Sports Leisure and the Management Team Exchange Shares), to be effected
by means of a scheme of arrangement between Powerleague and its shareholders
pursuant to the provisions of Part 26 of the Companies Act 2006 (the 'Scheme').
On 16 October 2009 Powerleague posted a scheme document to its shareholders (the
'Scheme Document') which set out, among other things, the full terms and
conditions of the Scheme.
Powerleague is pleased to announce that the meeting convened by the High Court
of Justice and held earlier today and the subsequent General Meeting to approve
the Scheme were concluded successfully.
At the Court Meeting, a majority in number of the Scheme Shareholders who voted,
either in person or by proxy, representing over 75 per cent. in value of all of
the Scheme Shares voted, voted in favour of the Scheme and, accordingly, the
resolution, as set out in the notice of meeting, was passed. The voting of those
Scheme Shareholders who cast votes either in person or by proxy at the Court
Meeting was as follows:
+----------+------+--------------+----------+----------------+----------+--------------+
| | 1. Present and | 2. Voted for the | 3. Voted against the |
| | voting | resolution | resolution |
+----------+---------------------+---------------------------+-------------------------+
| | No. | Scheme | No. | Scheme Shares | No. | Scheme |
| | | Shares | | Represented | | Shares |
| | | Represented | | | | Represented |
+----------+------+--------------+----------+----------------+----------+--------------+
| In | 1 | 10,421 | 1 | 10,421 (100%) | 0 (0%) | 0 (0%) |
| person | | | (100%) | | | |
+----------+------+--------------+----------+----------------+----------+--------------+
| By proxy | 77 | 30,984,183 | 62 | 24,534,151 | 15 | 6,450,032 |
| | | | (80.52%) | (79.18%) | (19.48%) | (20.82%) |
+----------+------+--------------+----------+----------------+----------+--------------+
| TOTAL | 78 | 30,994,604 | 63 | 24,544,572 | 15 | 6,450,032 |
| | | | (80.77%) | (79.19%) | (19.23%) | (20.81%) |
+----------+------+--------------+----------+----------------+----------+--------------+
At the General Meeting, the Special Resolution proposed to approve the Scheme
and the associated Capital Reduction was passed on a show of hands. The Ordinary
Resolution to approve the Management Arrangements was passed on a poll vote of
the Independent Shareholders, as follows:
+----------+-------------------+---------------------------+-------------------------+
| | 1. Voting | 2. Voted for the Ordinary | 3. Voted against the |
| | | Resolution | Ordinary Resolution |
+----------+-------------------+---------------------------+-------------------------+
| | Powerleague | Powerleague Shares | Powerleague Shares |
| | Shares | Represented | Represented |
| | Represented | | |
+----------+-------------------+---------------------------+-------------------------+
| | 30,980,100 | 24,485,455 (79.04%) | 6,494,645 (20.96%) |
+----------+-------------------+---------------------------+-------------------------+
Completion of the Acquisition remains subject to the satisfaction of or, if
appropriate, waiver of the remaining conditions to the Acquisition set out in
the Scheme Document, which include the sanction of the Scheme and confirmation
of the Capital Reduction pursuant to the Scheme by the High Court of Justice.
The expected timetable of principal events for the implementation of the Scheme
remains as previously announced and is as follows:
+----------------------------------------------------+-------------------+
| Event | Time and/or date |
| | (2009) |
+----------------------------------------------------+-------------------+
| Last day of dealings in, and for registration of | 25 November |
| transfers of, and disablement | |
| in CREST of, Powerleague Shares | |
+----------------------------------------------------+-------------------+
| Scheme Record Time | 6.00 p.m. on 25 |
| | November |
+----------------------------------------------------+-------------------+
| Court Hearing to sanction the Scheme and to | 26 November |
| confirm the Capital Reduction | |
+----------------------------------------------------+-------------------+
| Effective Date | 27 November |
+----------------------------------------------------+-------------------+
| Cancellation of admission to trading on AIM of | 8.00 a.m. on 27 |
| Powerleague Shares | November |
+----------------------------------------------------+-------------------+
| Latest date for dispatch of cheques and crediting | 11 December |
| of CREST accounts | |
| for cash consideration due under the Scheme | |
+----------------------------------------------------+-------------------+
These times and dates 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 upon which the Conditions are
satisfied or waived (if capable of waiver).
+----------------------------------------------------+-------------------------------------------------------------------------+
| Enquiries: | |
+----------------------------------------------------+-------------------------------------------------------------------------+
| Powerleague | +44 |
| Group plc | (0) |
| Claude | 141 |
| Littner | 887 |
| Sean Tracey | 7758 |
| | |
+----------------------------------------------------+-------------------------------------------------------------------------+
| Ernst & | +44 |
| Young | (0) |
| LLP | 20 |
| (Financial | 7951 |
| Adviser to | 2000 |
| Powerleague) | |
| Tim Medak | |
| Graham | |
| Swindells | |
| | |
+----------------------------------------------------+-------------------------------------------------------------------------+
| Patron | +44 |
| Sports | (0) |
| Leisure | 20 |
| Keith | 7629 |
| M. | 9417 |
| Breslauer | |
| Shane Law | |
| | |
+----------------------------------------------------+-------------------------------------------------------------------------+
| Altium | +44 |
| Capital | (0) |
| Limited | 207 |
| (Financial | 484 |
| Adviser to | 4040 |
| Patron | |
| Sports | |
| Leisure) | |
| Ben Thorne | |
| Sam Fuller | |
| Katherine | |
| Hobbs | |
| | |
+----------------------------------------------------+-------------------------------------------------------------------------+
| Tavistock | +44 |
| Communications | (0) |
| Limited (PR | 207 |
| Adviser to | 920 |
| Powerleague) | 3150 |
| Lulu Bridges | |
| Paul Young | |
| | |
+----------------------------------------------------+-------------------------------------------------------------------------+
A copy of this announcement is available on the website of Powerleague at
www.powerleague.co.uk.
Capitalised terms used in this announcement have the meanings given to them in
the Scheme Document.
Altium Capital Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively as financial adviser
to Patron Sports Leisure and no one else in connection with the Proposals and
will not be responsible to anyone other than Patron Sports Leisure for providing
the protections afforded to clients of Altium Capital Limited, or for providing
advice in relation to the Proposals or any matter referred to in this
announcement.
Ernst & Young LLP, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively as financial adviser to
Powerleague and no one else in connection with the Proposals and will not be
responsible to anyone other than Powerleague for providing the protections
afforded to clients of Ernst & Young LLP or for providing advice in relation to
the Proposals or any matter referred to in this announcement.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable legal or regulatory requirements. This announcement has been prepared
in accordance with English law and the Code, and information disclosed may not
be the same as that which would have been prepared in accordance with the laws
and regulations of jurisdictions outside England.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Powerleague, all "dealings" in any "relevant
securities" of Powerleague (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Scheme becomes effective or lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more
persons act together pursuant to an agreement or understanding, whether formal
or informal, to acquire an "interest" in "relevant securities" of
Powerleague, they will be deemed to be a single person for the purpose of Rule
8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Powerleague, by Powerleague, Patron Sports Leisure or Patron
Capital, or by any of their respective "associates", must be disclosed by no
later than 12.00 noon (London time) on the London business day following the
date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of or derivative referenced to, securities.
Terms in quotation marks within this section are defined in the Code, which can
also be found on the Panel's website. If you are in any doubt as to whether or
not you are required to disclose a "dealing" under Rule 8, you should consult
the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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