TIDMAVS
RNS Number : 1476S
Avesco Group PLC
16 December 2016
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.
FOR IMMEDIATE RELEASE
16 December 2016
RESULTS OF COURT AND GENERAL MEETINGS
Avesco Group plc (Avesco or the Company) is pleased to announce
that, at the Court Meeting and General Meeting held earlier today,
Avesco Shareholders approved by the requisite majorities all of the
resolutions proposed at both meetings in respect of the proposed
acquisition by NEP Group Inc. (or a direct or indirect wholly-owned
subsidiary of NEP Group Inc.) (NEP) of the entire issued share
capital of the Company (the Acquisition) which is being implemented
by way of a scheme of arrangement under Part 26 of the Companies
Act 2006 (the Scheme). Full details of the Scheme were set out in
the circular to Avesco Shareholders dated 23 November 2016 (the
Scheme Document).
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting contained in the Scheme
Document.
The number of Avesco Shares in issue at 6.00 p.m. on 14 December
2016, being the Scheme Voting Record Time, was 19,075,583
(excluding 1,877,318 Avesco Shares held as treasury shares).
Court Meeting
The first meeting, convened in accordance with the order of the
Court, sought approval from Scheme Shareholders for the Scheme.
The resolution proposed at the Court Meeting was decided on a
poll. A majority in number of Scheme Shareholders who voted (either
in person or by proxy), representing 99.99 per cent by value of
those Scheme Shares voted, voted in favour of the resolution to
approve the Scheme. Accordingly, the resolution proposed at the
Court Meeting was duly passed on a poll vote.
Details of the votes cast are as follows:
Number
of Scheme
Shares
voted
as a %
of the
issued
Number Number share
of Scheme % of Scheme of Scheme % of Scheme capital
Shareholders Shareholders Shares Shares of the
who voted who voted voted voted Company
--------- -------------- -------------- ----------- ------------ -----------
FOR 204 99.51 14,318,953 99.99 75.06
--------- -------------- -------------- ----------- ------------ -----------
AGAINST 1 0.49 35 0.01 0.0002
--------- -------------- -------------- ----------- ------------ -----------
TOTAL 205 100 14,318,988 100 75.06
--------- -------------- -------------- ----------- ------------ -----------
Avesco General Meeting
The Avesco General Meeting sought approval for a Special
Resolution for the purpose of giving effect to the Scheme and to
approve certain other related matters as set out in the Scheme
Document. The Special Resolution was decided on a poll and duly
passed.
Details of the votes cast are as follows:
Number of
Avesco Shares
voted as
Number of a % of the
Avesco Shares % of Avesco issued share
voted at the Shares voted capital of
meeting at the meeting the Company
------------------- --------------- ---------------- ---------------
FOR 14,404,527 99.99 75.51
------------------- --------------- ---------------- ---------------
AGAINST 288 0.01 0.002
------------------- --------------- ---------------- ---------------
TOTAL VOTE
(excl. WITHHELD) 14,404,809 100 75.51
------------------- --------------- ---------------- ---------------
WITHHELD 1206 0.008 0.006
------------------- --------------- ---------------- ---------------
A vote withheld is not a vote in law and counts neither "For"
nor "Against" the Special Resolution.
Next steps and key dates
Completion of the Acquisition remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
Conditions, including the sanction of the Scheme by the Court.
The date of the Court hearing to sanction the Scheme is expected
to be 20 December 2016.
It is intended that dealings in Avesco Shares will be suspended
at 7.30 a.m. on 21 December 2016.
Subject to the Court approving the Scheme and the Scheme Court
Order being duly delivered to the Registrar of Companies, it is
anticipated that the Scheme will come into effect on 21 December
2016.
If the Court sanctions the Scheme it is intended that the
admission to trading of Avesco Shares on AIM will be cancelled with
effect from 7.00 a.m. on 23 December 2016.
Settlement of the consideration to which any holder of Scheme
Shares is entitled will be effected by not later than 4 January
2017.
The dates stated above are indicative only and will depend,
among other things, on the dates upon which the Court sanctions the
Scheme and the date on which the Conditions are satisfied or (if
capable of waiver) waived. If any of the times and/or dates above
change, the revised times and/or dates will be notified to Avesco
Shareholders by announcement through a Regulatory Information
Service.
A full indicative timetable is contained on page 8 of the Scheme
Document.
Other
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
Enquiries
EY (Financial Adviser
to Avesco)
Justin Prichard
Julie Green +44 (0)20 7951 2000
finnCap (Rule 3 Adviser
to Avesco)
Julian Blunt
James Thompson +44 (0)20 7220 0500
Camarco (PR Advisers to
Avesco)
Hazel Stevenson
Billy Clegg +44 (0) 20 3757 4989
NEP
Kevin Rabbitt, Chief Executive
Officer
Gerry Delon, Chief Financial
Officer +1 800 444 0054
Barclays Bank PLC, acting through its Investment
Bank
(Financial Adviser to NEP)
Scott Wisniewski
James Colburn +44 (0)20 7623 2323
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
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, nor shall there be any sale, issuance or transfer of
securities of Avesco in any jurisdiction in contravention of
applicable law. The Acquisition is being made solely by means of
the Scheme Document, which contains the full terms and conditions
of the Acquisition.
EY, which is authorised and regulated in the United Kingdom by
the FCA, is acting as financial adviser to Avesco in connection
with the Acquisition and will not be acting for any other person or
otherwise be responsible to any other person for providing the
protections afforded to customers of EY. EY accordingly disclaims
to the fullest extent permissible by law all and any liability to
any person who is not a client of EY whether in tort, contract or
otherwise.
finnCap, which is authorised and regulated by the FCA, is acting
exclusively for Avesco and no-one else in connection with the
Acquisition and will not be responsible to anyone other than Avesco
for providing the protections afforded to clients of finnCap nor
for providing advice in relation to the Acquisition or any other
matters referred to in this announcement.
Barclays, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the FCA and the
Prudential Regulation Authority, is acting exclusively for NEP and
no one else in connection with the Acquisition and will not be
responsible to anyone other than NEP for providing the protections
afforded to clients of Barclays nor for providing advice in
relation to the Acquisition or any other matter referred to in this
announcement.
Overseas jurisdictions
The availability of the Acquisition to Avesco Shareholders who
are not resident in and citizens of the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders will be contained in the Scheme
Document.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable requirements. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This announcement has
been prepared for the purposes of complying with English law, the
AIM Rules, the rules of the London Stock Exchange 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 jurisdictions outside of England.
Copies of this announcement and the formal documentation
relating to the Scheme and the Acquisition will not be, and must
not be, mailed or otherwise forwarded, distributed or sent in, into
or from any jurisdiction where to do so would violate the laws of
that jurisdiction.
US Holders should note that the Acquisition relates to the
securities of a UK company, is subject to UK disclosure
requirements (which are different from those of the US) and is
proposed to be implemented under a scheme of arrangement provided
for under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act. Accordingly, the Scheme will be subject
to UK disclosure requirements and practices, which are different
from the disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in the
Scheme documentation has been prepared in accordance with IFRS and
thus may not be comparable to financial information of US companies
or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US. If NEP
exercises its right to implement the Acquisition of the Avesco
Shares by way of a takeover offer, such offer will be made in
compliance with applicable US tender offer and securities laws and
regulations.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for the transfer of its Scheme 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 Avesco 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 to enforce their rights and
claims arising out of the US federal securities laws, since Avesco
is located outside the US, and some or all of its officers and
directors may be residents of countries other than the US. US
Holders may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgement.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, NEP or its
nominees or its brokers (acting as agents) may from time to time
make certain purchases of, or arrangements to purchase, Avesco
Shares outside of the United States, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme
becomes effective, lapses or is otherwise withdrawn. In addition,
in accordance with the Code, normal United Kingdom market practice
and Rule 14e-5(b) of the US Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in
Avesco securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Publication on website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on NEP's website at http://www.nepinc.com and
Avesco's website at http://www.avesco.com by no later than 12 noon
(London time) on the Business Day following this announcement. For
the avoidance of doubt, the contents of these websites are not
incorporated by reference and do not form part of this
announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement by contacting the
Company Secretary of Avesco during business hours on +44 (0) 1293
583 400 or by submitting a request in writing to the Company
Secretary of Avesco at Unit E2, Sussex Manor Business Park, Gatwick
Road, Crawley RH10 9NH. For persons who receive a copy of this
announcement in electronic form or via a website notification, a
hard copy of this announcement will not be sent unless so
requested. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMFFMFIMFMSEEE
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