TIDMCHS
RNS Number : 2991Z
Chrysalis PLC
11 January 2011
Chrysalis plc
11 January 2011
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART,
IN, INTO OR FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
Recommended Cash Acquisition of
Chrysalis PLC
by
Forte Bidco 1 Limited
(an indirect wholly-owned subsidiary of BMG RM Investments
Luxembourg S.a.r.l.,
a joint venture between Bertelsmann A.G. and certain funds
advised by Kohlberg Kravis Roberts & Co. L.P.)
Results of Court Meeting and General Meeting
The board of Chrysalis is pleased to announce that, at the Court
Meeting and General Meeting of Chrysalis Shareholders held earlier
today, Chrysalis Shareholders voted to approve, by the necessary
majorities, the scheme of arrangement under Part 26 of Companies
Act 2006 and other associated matters to implement the Scheme.
Details of the resolutions passed are set out in the notices of the
meetings contained in the Scheme document posted to Chrysalis
Shareholders on 20 December 2010 (the "Scheme Document"). Defined
terms in this announcement have the meaning given to them in the
Scheme Document.
Voting results of Court Meeting
The vote was conducted by way of a poll and the results were as
follows:
For Against
------------------------------ ----------- ---------
Number of Scheme Shareholders 185 10
voting (94.87%) (5.13%)
------------------------------ ----------- ---------
Number of Scheme Shares 59,963,852 366,716
voted (99.39%) (0.61%)
------------------------------ ----------- ---------
The number of Scheme Shares voted for the Scheme represents
89.31% of the Scheme Shares. The number of Scheme Shares voted
against the Scheme represents 0.55% of the Scheme Shares.
Voting results of General Meeting
The special resolution to approve certain steps to give effect
to the Scheme was duly passed on a poll. The votes cast were as
follows:
For Against
----------------------------- ----------- ---------
To approve the Scheme 56,014,176 365,672
(99.35%) (0.65%)
----------------------------- ----------- ---------
To approve the related 56,014,176 365,672
reduction in capital (99.35%) (0.65%)
----------------------------- ----------- ---------
To approve the related 56,059,465 365,672
amendments to the Company's (99.35%) (0.65%)
Articles of Association
----------------------------- ----------- ---------
In relation to the General Meeting:
1. The issued share capital at the date of the General Meeting
was 67 143,213 ordinary shares with voting rights;
2. Votes were tendered in respect of 56,574,571 ordinary shares
respectively being 84.26% of the issued share capital (including
votes that were 'withheld', in relation to which see note 4
below);
3. Any proxy appointments which gave discretion to the Chairman
have been included in the shares 'FOR' total; and
4. A 'vote withheld' is not a vote in law and is not counted in
the calculations of the proportion of the shares 'FOR' or 'AGAINST'
the resolution.
The implementation of the Scheme remains conditional on the
satisfaction or waiver of the remaining Conditions set out in the
Scheme Document, including the sanction of the Scheme and the
confirmation of the Reduction of Capital by the Court. It is
anticipated that the Court Hearing to sanction the Scheme and
confirm the Reduction of Capital will take place on 31 January
2011, with the Scheme becoming effective on 4 February 2011 and
cheques being despatched or settlement through CREST being within
14 days of the Scheme becoming effective. In advance of the Court
Hearing, application will be made to the UK Listing Authority to
suspend dealings in the Company's shares. It is anticipated that
the last day of dealings in the Company's shares will be 28 January
2011.
In accordance with Rule 9.6 of the Listing Rules, copies of the
resolutions have been submitted to the UK Listing Authority and
will be available for inspection at the UK Listing Authority's
Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS,
and on the National Storage Mechanism at
www.hemscott.com/nsm.do.
A copy of this announcement is also available on the Chrysalis
website at www.chrysalis.com.
Enquiries
BMG Telephone: +49 (0) 30 300 133 340 Hartwig Masuch (Chief
Executive Officer, BMG GmbH) Kay Krafft (Chief Investment Officer,
BMG GmbH)
Citi Telephone: +44 (0) 20 7986 4000
(Sole Financial Adviser and Corporate Broker to BMG and Bidco)
Jan Skarbek Ketan Mehta
Simon Alexander (corporate broking)
Sian Evans
Finsbury Telephone: +44 (0) 20 7251 3801 (PR Adviser to BMG)
Charles Watenphul
Ed Simpkins
Chrysalis Telephone: +44 (0) 20 7465 6327 Chris Wright
(Chairman) Jeremy Lascelles (Group Chief Executive) Andy Mollett
(Chief Financial Officer)
Jefferies Telephone: +44 (0) 20 7029 8000 (Sole Financial
Adviser to Chrysalis) Jonathan Goodwin Sarah McNicholas
Investec Telephone: +44 (0) 20 7597 5970 (Corporate Broker to
Chrysalis) Keith Anderson
Brunswick Telephone: +44 (0) 20 7404 5959 (PR Adviser to
Chrysalis) Tim Burt Dania Saidam
This announcement does not constitute or form any part of an
offer or invitation to sell or purchase any securities or the
solicitation of an offer to buy any securities or the solicitation
of any vote of approval in any jurisdiction, pursuant to the
Acquisition or otherwise. The Acquisition will be made solely by
means of the Scheme Document and the form of proxy accompanying the
Scheme Document, which will contain the full terms and conditions
of the Acquisition, including details of how to vote in favour of
the Acquisition. Chrysalis Shareholders are advised to read this
announcement in conjunction with the formal documentation in
relation to the Acquisition carefully, once it has been dispatched.
The Acquisition will be subject to the Conditions set out in
Appendix I to this announcement and the full conditions and further
terms which will be set out in the Scheme Document and form of
proxy. This announcement and all other materials related to the
Acquisition are solely directed to existing Chrysalis
Shareholders.
Any acceptance or other responses to the Acquisition should be
made only on the basis of the information in the Scheme Document.
Chrysalis will prepare the Scheme Document to be distributed to the
Chrysalis Shareholders. On the Effective Date, the Scheme will be
binding on each Chrysalis Shareholder and all Chrysalis Shares will
be cancelled in accordance with the Scheme, irrespective of whether
any such Chrysalis Shareholder has attended or voted at the Court
Meeting or General Meeting.
Citi, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for BMG and
Bidco and no one else in relation to the matters referred to in
this announcement and will not be responsible to anyone other than
BMG and Bidco for providing the protections afforded to clients of
Citi nor for providing advice in relation to these matters, the
content of this announcement or any matter referred to herein.
Jefferies, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Chrysalis and no one else in relation to the matters referred
to in this announcement and will not be responsible to anyone other
than Chrysalis for providing the protections afforded to clients of
Jefferies nor for providing advice in relation to these matters,
the content of this announcement or any matter referred to
herein.
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
requirements. This announcement has been prepared for the purpose
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 of jurisdictions outside the UK.
Copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving this announcement (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction.
The Acquisition will be subject to the applicable rules and
regulations of the UK Listing Authority, the London Stock Exchange
and the Code.
Notice to US holders of Chrysalis Shares
US holders of Chrysalis Shares should note that the Scheme
relates to the shares of a UK company that is a "foreign private
issuer" as defined under Rule 3b-4 under the Exchange Act and will
be governed by English law. Accordingly, neither the proxy
solicitation nor the tender offer rules under the Exchange act will
apply to the Scheme. Moreover, the Scheme will be subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules. Financial information included in the Scheme Document will
have been prepared in accordance with accounting standards
applicable in the UK that may not be comparable to the accounting
standards applicable to financial statements of US companies. If
Bidco exercises its right to implement the acquisition of the
Chrysalis Shares by way of a takeover offer, the offer will be made
in compliance with applicable US securities laws and
regulations.
Forward looking statements
It is possible that this announcement could or may contain
forward-looking statements that are based on current expectations
or beliefs, as well as assumptions about future events. Reliance
should not be placed on any such statements because, by their very
nature, they are subject to known and unknown risks and
uncertainties and can be affected by other factors that could cause
actual results, and BMG, Bidco and Chrysalis' plans and objectives,
to differ materially from those expressed or implied in the
forward-looking statements. None of BMG, Bidco nor Chrysalis
undertake to update or revise forward-looking statements, whether
as a result of new information, future events or otherwise.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 per cent. 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should consult the Panel's website above and/or contact the Panel's
Market Surveillance Unit on +44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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