Result of Meeting
25 Oktober 2010 - 1:00PM
UK Regulatory
TIDMNUT
RNS Number : 9444U
NeutraHealth Plc
25 October 2010
NeutraHealth plc
("Neutrahealth" or the "Company")
Recommended proposal for the acquisition of NeutraHealth plc by Elder
International FZCO ("Elder") to be implemented by means of a scheme of
arrangement
Results of Court Meeting and General Meeting
NeutraHealth announces that at the meeting convened by the court and held
earlier today, 25 October 2010 ("the Court Meeting"), and at the subsequent
General Meeting to approve the scheme of arrangement (the "Scheme"), also held
earlier today, to implement the acquisition of the Company by Elder (the
"Acquisition"), all of the resolutions required in order to approve and
implement the Scheme received the requisite number of votes and were accordingly
approved.
Voting Results
The voting results in relation to the Court Meeting and the General Meeting are
summarised below:
Result of Court Meeting
+---------+------------+--------------+--------------+-------------------+
| | Number | Number of | Number of | Number of Scheme |
| | of | Scheme | Scheme | Shareholders that |
| | Scheme | Shares that | Shareholders | voted as a |
| | Shares | voted as a | who voted | percentage of the |
| | that | percentage | | total Scheme |
| | voted | of the total | | Shareholders that |
| | | Scheme | | voted |
| | | Shares voted | | |
+---------+------------+--------------+--------------+-------------------+
| FOR | 58,077,100 | 89.6% | 150 | 83.8% |
+---------+------------+--------------+--------------+-------------------+
| AGAINST | 6,760,174 | 10.4% | 29 | 16.2% |
+---------+------------+--------------+--------------+-------------------+
Result of General Meeting:
The special resolution to give effect to the Scheme was passed on a show of
hands at the General Meeting.
Completion of the Scheme remains subject to the satisfaction or, if appropriate,
waiver of the conditions of the Scheme set out in the Scheme Document dated 1
October 2010 (the "Scheme Document") including, inter alia, the sanction of the
Scheme by the Court and the Reduction. The Court Hearings to sanction the
Scheme and confirm the Reduction are expected to take place on 11 November 2010
and 15 November 2010 respectively. It is expected that the Scheme will become
effective on 16 November 2010.
The dates stated above are indicative only and will depend, among other things,
on the date upon which the Court sanctions the Scheme and confirms the
associated Reduction and the date on which the conditions set out in the Scheme
Document are satisfied or (if capable of waiver) waived. If any of the expected
dates change, Neutrahealth will, unless the Panel otherwise directs, give notice
of any change by issuing an announcement through a Regulatory Information
Service.
Terms defined in the Scheme Document have the same meaning in this announcement,
save where the context otherwise requires.
In accordance with Rules 20 and 26 of the AIM Rules for Companies and Rule 19.11
of the City Code on Takeovers and Mergers, a copy of this announcement and the
Scheme Document will be available on Neutrahealth's website:
www.neutrahealthplc.com.
Disclosure requirements of the Takeover Code (the 'Code')
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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%
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 contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers,
NeutraHealth plc confirms that it has 175,985,127 ordinary shares of 1 pence
each in issue. The ISIN reference for these securities is GB00B062Q126.
Enquiries:
+-----------------------------------------+--------------------+
| Elder | Tel: +91 222 673 |
| S.P. Date | 0058 |
+-----------------------------------------+--------------------+
| Grant Thornton | Tel: (0) 20 7383 |
| Financial adviser to Elder and Elder | 5100 |
| Pharmaceuticals | |
| Fiona Owen/Salmaan Khawaja | |
+-----------------------------------------+--------------------+
| Neutrahealth | |
| Ray Myers, Chief Executive | Tel: 07768 940 630 |
| Robin Hilton, Finance Director | Tel: 07738 018 411 |
+-----------------------------------------+--------------------+
| Cenkos Securities | Tel: (0) 207 397 |
| Financial and Rule 3 adviser to | 8900 |
| Neutrahealth | |
| Camilla Hume/Stephen Keys | |
+-----------------------------------------+--------------------+
| Pelham Bell Pottinger | Tel: (0) 207 861 |
| PR adviser to Neutrahealth | 3232 |
| Dan de Belder/ Lucy Frankland | |
| | |
+-----------------------------------------+--------------------+
The expected timetable of principal events is:
+----------------------------------+----------------------------------+
| Event | Time and/or Date |
+----------------------------------+----------------------------------+
| | |
+----------------------------------+----------------------------------+
| Scheme Hearing (to sanction the | 11 November 2010 |
| Scheme) | |
+----------------------------------+----------------------------------+
| Scheme Record Time | 6.00 p.m. on 12 November 2010 |
| | |
+----------------------------------+----------------------------------+
| Suspension of trading and | 7.30 a.m. on 15 November 2010 |
| dealings in Neutrahealth Shares, | |
| last time for registration of | |
| transfers of Neutrahealth Shares | |
| and disablement of Neutrahealth | |
| Shares in CREST | |
| | |
+----------------------------------+----------------------------------+
| Reduction Hearing (to confirm | 15 November 2010 |
| the Reduction) | |
+----------------------------------+----------------------------------+
| Effective Date of the Scheme | 16 November 2010 |
| | |
+----------------------------------+----------------------------------+
| Cancellation of admission of | 7.00 a.m. on 16 November 2010 |
| Neutrahealth Shares to trading | |
| on AIM | |
| | |
+----------------------------------+----------------------------------+
| Date for dispatch of cheques and | within 14 days of the Effective |
| settlement through CREST | Date |
| | |
+----------------------------------+----------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
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