TIDMRNSM
RNS Number : 5052Z
Ransom(William) & Son PLC
14 January 2011
William Ransom & Son Plc
(the "Company")
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 or regulations of such
jurisdiction.
This announcement is made in accordance with the requirements of
the AIM Rules for Companies.
Recommended proposal for the introduction of a new parent
company by means of a scheme of arrangement under Part 26 of the
Companies Act 2006 and for the cancellation of admission of
ordinary shares to trading AIM
Results of the Company shareholder meetings
Further to the announcement by the Company on 22 December 2010
regarding the posting of the scheme document in relation to the
corporate restructuring by way of the introduction of a new parent
company, William Ransom & Son Holdings Plc (the "Scheme
Document"), the Company is pleased to announce that at the Court
Meeting and General Meeting held earlier today to approve the
Scheme and associated matters, all resolutions were passed.
At the Court Meeting, the required majority in number of those
Scheme Shareholders present and voting, either in person or by
proxy, representing approximately 90.43 per cent. in nominal value
of all Scheme Shares in respect of which votes were cast, voted in
favour of the Scheme. The voting of those Scheme Shareholders who
cast votes either in person or by proxy at the Court Meeting was as
follows:
Votes against the
Total Votes Votes for the Scheme Scheme
No. of No. of
No. of No. of Scheme No. of Scheme
No. of Scheme Scheme Shares Scheme Shares
Scheme Shares Shareholders Represented Shareholders Represented
Shareholders Represented (and %) (and %) (and %) (and %)
Totals
in
person
and by 138 46,295,343 47 4,900,673
proxy 185 51,196,016 (74.59%) (90.43%) (25.41%) (9.57%)
At the General Meeting, the special resolution required to
implement the Scheme and the cancellation of admission of the
Company's ordinary shares to trading on AIM was passed as a special
resolution. The votes were cast as follows:
Votes for the special resolution Votes against the special resolution
No. of Scheme Shareholders No. of Scheme Shareholders (and
(and %) %)
52,555,121 5,308,702
(90.83%) (9.17%)
In relation to the General Meeting:
1. The issued share capital at the date of the General Meeting
was 84 435,207 ordinary shares with voting rights;
2. Votes were tendered in respect of 57,863,823 ordinary shares
respectively being 68.53% 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.
In order to become effective in accordance with its terms, the
Court must now sanction the Scheme at a Court Hearing. The Court
Hearing is scheduled to take place on 3 February 2011, with the
Scheme becoming effective on 4 February 2011. It is anticipated
that the last day of dealings in the Company's shares will be 3
February 2011. However, this date and all subsequent dates in
relation to the Scheme becoming effective are subject to change. In
the event that the hearing date does change, the Company will give
notice of the change to the timetable by issuing an announcement to
the London Stock Exchange and by notice on the Company's website at
www.williamransom.com.
Trading Update
During the General Meeting, Fred Whitcomb, the Company's Chief
Executive reported that the recent inclement weather, coupled with
the market forces that are still affecting the Company's
performance, resulted in difficult trading during December and, as
such, the Company's outlook continues to be challenging.
Certain capitalised terms used in this announcement have the
meanings given to them in the Scheme Document.
Enquiries:
William Ransom & Son Plc
Fred Whitcomb, Chief Executive Tel: +44 (0) 1462 437 615
Daniel Stewart & Company Plc (Nominated Adviser to the
Company)
Paul Shackleton Tel: +44 (0) 20 7776 6550
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OF THE COMPANY, NOR SHALL IT FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR
SUCH PURCHASE OR SUBSCRIPTION.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Daniel Stewart by the FSMA or the regulatory
regime established thereunder, Daniel Stewart does not accept any
responsibility whatsoever for the contents of this announcement or
for any statement made or purported to be made by it, or on its
behalf, in connection with the Company, the Scheme Shares, or the
Scheme. Daniel Stewart accordingly disclaims all and any liability
whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of this statement
or any such statement.
Daniel Stewart, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for the Company and no
one else in connection with the Scheme and will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of Daniel Stewart nor for providing advice in
relation to the Scheme or the contents of this announcement, or any
matter referred to herein.
Statements in this announcement regarding the Scheme, including
expectations with respect to the Scheme and the timetable for
completing the Scheme, future financial operating results,
potential benefits of the Scheme, and future opportunities for the
Company as well as any other statements about the future
expectations, beliefs, goals, plans or prospects of the management
of the Company constitute "forward-looking" statements. Any
statements that are not statements of historical fact (including
statements containing the words "believe", "plan", "anticipate",
"expect", "estimate", and similar expressions) should also be
considered to be forward-looking in nature. There are a number of
important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking
statements, including not obtaining the necessary approvals to
complete the Scheme on a timely basis, or at all, decreases in
demand for the Company's products and other factors described in
the Company's Annual Report and Accounts for the year ended 31
March 2010. The Company disclaims any intention or obligation to
update any forward-looking statements as a result of developments
occurring after the date of this announcement. Shareholders are
cautioned not to place undue weight on these forward-looking
statements. Actual results may differ materially from those
anticipated in such forward-looking statements even if experience
or future changes make it clear that any projected results
expressed or implied therein may not be realised.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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