Result of Court Meeting and General Meeting
14 August 2009 - 3:24PM
UK Regulatory
TIDMFNT TIDMCNT
RNS Number : 4834X
fountains PLC
14 August 2009
+-----------------------------------------+-----------------------------------------+
| | 14 August 2009 |
+-----------------------------------------+-----------------------------------------+
Fountains plc
("Fountains" or the "Company")
Result of Court Meeting and General Meeting
Fountains (AIM: FNT), the environmental support services company, announces that
at the meeting convened by the court and held earlier today (the "Court
Meeting"), and at the subsequent general meeting (the "General Meeting") to
approve the scheme of arrangement (the "Scheme") to implement the acquisition
of the Company by Connaught plc ("Connaught") (the "Offer"), all of the
resolutions received the necessary majorities and were accordingly approved.
Voting results
The voting results in relation to the Court Meeting and the General Meeting are
summarised below:
COURT MEETING
The resolution to approve the Scheme was duly passed and the results of the
shareholder poll were as follows:
Number of Fountains Scheme Shareholders (and percentage of the total number of
Shareholders who voted): FOR: 321 (93.9%) AGAINST: 21 (6.1%) representing the
following number of votes (and percentage of the total number of Scheme Shares
voted): FOR: 9,705,493 (96.1%) AGAINST: 398,174 (3.9%) and the following in
terms of the percentage of the total Scheme Shares: FOR: 64.6% AGAINST: 2.6%.
GENERAL MEETING
The special resolution to give effect to the Scheme was passed on a poll, and
the number of votes cast was as follows (and percentage of the total number of
Scheme Shares voted): FOR: 9,771,132 (96.6%) AGAINST: 342,224 (3.4%).
Completion of the Offer remains subject to the satisfaction or, if appropriate,
waiver of the conditions to the Offer as set out in the Scheme Circular,
including, inter alia, the sanction of the Scheme by the High Court. The
expected timetable of principal events in connection with the Scheme is set out
below:
+---------------------------------------------------+--------------------+
| Last day of dealings in, and for registration of | 28 August 2009 |
| transfer of, and disablement of CREST of, | |
| Fountains Shares | |
+---------------------------------------------------+--------------------+
| Scheme Record Time | 6.00 p.m. on 31 |
| | August 2009 |
+---------------------------------------------------+--------------------+
| Commencement of temporary suspension of Fountains | 7.00 a.m. on 1 |
| Shares | September 2009 |
+---------------------------------------------------+--------------------+
| Court hearing to sanction the Scheme and confirm | 1 September 2009 |
| the capital reduction | |
+---------------------------------------------------+--------------------+
| Scheme Effective Date | 3 September 2009 |
+---------------------------------------------------+--------------------+
| Cancellation of admission to trading on AIM of | 7.00 a.m. on 3 |
| Fountains Shares | September 2009 |
+---------------------------------------------------+--------------------+
| Expected date of admission of, and commencement | 3 September 2009 |
| in dealings of New Connaught Shares | |
+---------------------------------------------------+--------------------+
| Latest date for admission of the New Connaught | 17 September 2009 |
| Shares | |
+---------------------------------------------------+--------------------+
| Latest date for despatch of certificated New | 17 September 2009 |
| Connaught Shares and CREST stock accounts | |
| credited with New Connaught Shares in | |
| uncertificated form | |
+---------------------------------------------------+--------------------+
These dates are indicative only and will depend, among other things, on the date
upon which the Court sanctions the Scheme and whether the Conditions are
satisfied or (if capable of waiver) waived on or prior to such date.
Pending the despatch of certificates for New Connaught Shares, transfers of New
Connaught Shares in certificated form will be certified against Connaught's
share register. Temporary documents of title have not been and will not be
issued in respect of New Connaught Shares.
- Ends -
For further information:
+-------------------------------------------+----------------------------+
| Fountains plc | Tel: +44 (0) 1295 750 000 |
+-------------------------------------------+----------------------------+
| Richard Haddon, Chief Executive Officer | |
+-------------------------------------------+----------------------------+
| Matthew Turnock, Financial Director | |
+-------------------------------------------+----------------------------+
| | |
+-------------------------------------------+----------------------------+
| Collins Stewart Europe Limited (financial | Tel: +44 (0) 207 523 8350 |
| adviser and broker to Fountains) | |
+-------------------------------------------+----------------------------+
| Mark Dickenson | |
+-------------------------------------------+----------------------------+
| Bruce Garrow | |
+-------------------------------------------+----------------------------+
| Stewart Wallace | |
+-------------------------------------------+----------------------------+
| | |
+-------------------------------------------+----------------------------+
| Abchurch Communications (Fountains' | Tel: +44 (0) 207 398 7706 |
| public relations) | |
+-------------------------------------------+----------------------------+
| Charlie Jack | |
+-------------------------------------------+----------------------------+
| Stephanie Cuthbert | |
+-------------------------------------------+----------------------------+
The Fountains Directors accept responsibility for the information contained in
this Announcement. To the best of the knowledge and belief of the Fountains
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this Announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Collins Stewart Europe Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Fountains
and no-one else in connection with the matters set out in this Announcement and,
accordingly, will not be responsible to anyone other than Fountains for
providing the protections offered to clients of Collins Stewart Europe Limited
or for providing advice in relation to the matters set out in this Announcement,
or any matter referred to herein. No representation or warranty, express or
implied, is made by Collins Stewart Europe Limited as to any of the contents of
this Announcement (without limiting the statutory rights of any person to whom
this Announcement is issued).
Notes to editors
Fountains plc is a leading environmental support services provider. The Company
delivers a diverse range of integrated managed services for its broad network of
clients, in the UK and the US, which include local authorities, rail networks,
energy providers, national parks and corporate and family landowners. In
addition to its traditional service, Fountains has developed sophisticated
geospatial technology software that creates high quality maps to predict future
vegetation growth, enabling Companies to proactively plan.
Headquartered in Banbury, fountains was established as a forestry management
operation in 1957. The Company listed on the AIM market in 1995 and has since
developed into an extensive environmental support service company. Today the
Company employs 800 staff. For further information visit www.fountainsplc.com
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class
of "relevant securities" of Connaught or Fountains, all "dealings" in any
"relevant securities" of that company (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 p.m. (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the Scheme Effective Date or the date on which the Scheme
lapses or is otherwise withdrawn or on which the "offer period" (for the
purposes of the City Code) 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 Connaught or Fountains, 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 City Code, all "dealings" in "relevant
securities" of Fountains by Connaught, or of Connaught by Fountains, 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 such 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 are defined in the City 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
ROMBXGDIBDBGGCS
Fountains (LSE:FNT)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Fountains (LSE:FNT)
Historical Stock Chart
Von Jun 2023 bis Jun 2024
