Result of Meeting

RNS Number : 8501E

Accuma Group PLC

30 December 2009

 

FOR IMMEDIATE RELEASE

30 December 2009

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

Recommended all cash acquisition of

Accuma Group Plc ("Accuma" or the "Company") by

HH Bidco Limited ("HH Bidco")

Results of Court Meeting and General Meeting 

The HH Bidco Directors and the Independent Directors announced on 2 December 2009 that they had reached agreement on the terms of a recommended acquisition by HH Bidco of the entire issued and to be issued share capital of Accuma to be implemented by means of a Scheme of Arrangement.  A scheme circular proposing the Scheme of Arrangement (the "Scheme Document") was posted to Accuma Shareholders on 2 December 2009.

The Court Meeting and the General Meeting were held today to consider and approve the Scheme of Arrangement. 

The Independent Directors announce that, at the Court Meeting held today, a majority in number of Independent Shareholders present and voting (either in person or by proxy), representing not less than 75 per cent. in value of the relevant Scheme Shares, voted in favour of the resolution to approve the Scheme of Arrangement. 

At the General Meeting, also held today, the Special Resolution put to Accuma Shareholders in order to approve the Scheme of Arrangement and amend the Company's Articles was passed by the requisite majority.

The full results of the votes cast at the Meetings were as follows:-

Poll results for the Court Meeting

Resolution to approve the Scheme of Arrangement: 

	Number of Scheme Shares voted	% of Scheme Shares voted	Number of Independent Shareholders voting	% of Independent Shareholders voting
For*	4,880,965	19.8	42	12.3
Against	Nil	Nil	Nil	Nil

The number of Scheme Shares voted for the Scheme of Arrangement represents 14.9% of Accuma's entire issued share capital. The number of Scheme Shares voted against the Scheme of Arrangement represents 0% of Accuma's entire issued share capital. 

In addition both the Offeror Shareholders and the Charles Howson SIPP have previously consented to be bound by the Scheme of Arrangement in relation to their aggregate holding of 7,986,000 Scheme Shares.

Poll results for the General Meeting

Voting at the General Meeting was conducted by poll on the Special Resolution. The results of the poll were as set out below:

	Number of Accuma Shares voted	% of Accuma Shares voted
For*	14,290,565	43.7
Against	Nil	Nil
Withheld**	Nil	Nil

 *    These figures include discretionary votes.

**    A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" a resolution.

The anticipated timetable of the remaining principal events in connection with the Scheme of Arrangement is set out below and reproduced in the Circular:

EXPECTED TIMETABLE OF REMAINING PRINCIPAL EVENTS

Event	Time and/or date
The following dates are indicative only and subject to change. Please see note (1) below
Last day of dealings in, and for registration of transfers of, Accuma Shares	21 January 2010
Disablement in CREST of Accuma Shares	21 January 2010
Reclassification Record Time/Scheme Record Time	6.00 p.m. 21 January 2010
Shares suspended and Court Hearings to sanction the Scheme and to confirm the Reduction of Capital	22 January 2010
Effective Date	22 January 2010
Delisting of Accuma Shares from AIM	7.00 a.m. 25 January 2010
Latest date for despatch of Consideration	5 February 2010

(1)    These times and dates are indicative only and will depend, amongst other things, on the dates upon which the Conditions are either satisfied or, if capable of waiver, waived, on the date upon which the Court sanctions the Scheme and the date upon which the Court Order is delivered to Companies House for registration. If any of the above times and/or dates are changed, Accuma will give notice of the change by issuing an announcement through a Regulatory Information Service. 

In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on the following website: www.accumair.com.

  For further information please contact:

Independent Directors of Accuma Group PLC
Charles Taylor	TEL: [phone]
Lesley Gregory	TEL: [phone]
FinnCap, financial adviser to Accuma
Geoff Nash	TEL: [phone]
Zeus Capital, financial adviser to HH Bidco
Alex Clarkson and Bobby Fletcher	TEL: [phone]

Notes to editors:

Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document. Unless otherwise indicated, all references in this announcement to times are to London times. 

FinnCap, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting exclusively for Accuma and no one else in connection with the Offer and will not be responsible to anyone other than Accuma for providing the protections afforded to clients of FinnCap nor for providing advice to any other person in relation to the Offer, nor any other matter referred to in this announcement.

Zeus Capital, which is regulated in the United Kingdom by The Financial Services Authority in respect of regulated activities, is acting exclusively for HH Bidco and for no one else in connection with the Offer and will not be responsible to anyone other than HH Bidco for providing the protections afforded to clients of Zeus Capital nor for providing advice to any other person in relation to the Offer nor any other matter referred to in this announcement.

The distribution of this announcement in jurisdictions other than the United Kingdom 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. This announcement has been prepared for the purposes of complying with English law and the City 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.

HH Bidco may purchase Accuma Shares otherwise than under the Offer, such as in the open market or privately negotiated purchases. Such purchases may be made either directly or through a broker and such purchases shall comply with the applicable laws of England, as well as the AIM Rules, the London Stock Exchange and the City Code. Information about any such purchases will be available from a Regulatory Information Service.

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of Accuma for current or future financial periods will necessarily match or exceed the historical or published earnings per share of Accuma.

Neither the content of HH Bidco's or Accuma's website (or any other website) nor the content of any website accessible from hyperlinks on any such website is incorporated into, or forms part of, this announcement.

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 Accuma, all "dealings" in any "relevant securities" of Accuma (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 Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer become effective, lapse or are otherwise withdrawn or on which the "offer period" 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 Accuma, 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 Accuma by HH Bidco or Accuma, 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 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 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.

In accordance with Rule 2.10 of the City Code Accuma confirms that it has in issue 32,696,734 ordinary shares of 0.10 pence each which are admitted to trading on AIM under the UK ISIN code GB00B06C5J30.

Forward-looking statements

Certain statements in this announcement constitute forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Offer, the expected timing and scope of the Offer and other statements other than in relation to historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates", "believes", "should", "plans", "will", "expects" and similar expressions or statements that are not historical facts are intended to identify those expressions or statements as forward-looking statements. These statements are based on the current expectations of HH Bidco and Accuma and are naturally subject to uncertainty and changes in circumstances. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction or waiver of the conditions to the Offer, local and global political and economic conditions, foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline) and legal or regulatory developments and changes. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. Neither HH Bidco nor Accuma, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules, the Disclosure and Transparency Rules of the Financial Services Authority and the City Code), neither HH Bidco nor Accuma is under any obligation and each of them expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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ROMFDSFISSUSESE