Results of Court Meeting and General Meeting

RNS Number : 6807E

System C Healthcare plc

11 April 2011

 



Not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction

11 April 2011

System C Healthcare plc

Results of Court Meeting and General Meeting

Recommended cash offer by System C Healthcare plc by McKesson UK Holdings Limited ("McKesson UK") a wholly owned subsidiary of McKesson Corporation (the "Acquisition")

The board of System C Healthcare plc ("System C") is pleased to announce that, at the Court Meeting and General Meeting of eligible System C Shareholders held earlier today, System C 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 Acquisition. Details of the resolutions passed are set out in the notices of the meetings contained in the scheme document posted to System C Shareholders on 21 March 2011 (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 eligible Shareholders casting votes	152 (95.60%)	7 (4.40%)
Number of votes cast by the eligible Shareholders	79,390,122 (76.81%)	23,965,546 (23.19%)

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	VOTES WITHHELD
To give effect to the Scheme	79,457,102 (76.83%)	23,965,046 (23.17 %)	0

In relation to the General Meeting:

1.         the issued share capital at the date of the meeting was 116,444,316 ordinary shares with voting rights;

2.         votes were tendered in respect of 103,422,148 ordinary shares respectively being 88.82% of the issued share capital;

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 Acquisition 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 Capital Reduction by the Court. It is anticipated that the Court hearing to sanction the Scheme will take place on 4 May 2011 and the Court hearing to confirm the Capital Reduction will take place on 6 May 2011, with the Scheme becoming effective on 6 May 2011 and cheques being despatched or settlement through CREST being within 14 days of the Scheme becoming effective.

It is also expected that, if the Court sanctions the Scheme on 4 May 2011, dealings in System C Shares on AIM will be suspended with effect from 7.30am on 6 May 2011 and that the admission of the Shares to trading on AIM will be cancelled with effect from 7.00 a.m. on 9 May 2011.

Terms used in this Announcement shall (unless the context otherwise requires) have the same meanings as set out in the Scheme Document.

In accordance with Rule 9.6 of the Listing Rules, copies of the resolutions have been submitted to the National Storage Mechanism and will shortly be available for inspection at:

www.Hemscott.com/nsm.do

A copy of this announcement will be made available on System C's website at www.systemc.com as soon as practicable.

Enquiries

McKesson Corporation                                                             [phone]

Laura Steward

HSBC Bank plc (Financial Adviser and Corporate                  [phone]

Broker to McKesson Corporation and McKesson UK)

John Mellett

Calvin Man

Stuart Dickson (Corporate Broking)

System C                                                                                    [phone]

Dr Ian Denley

Charles Stanley Securities (Financial Adviser,                         [phone]

Corporate Broker and NOMAD to System C)

Russell Cook

Karri Vuori

Media Enquiries:

Financial Dynamics (PR Adviser to McKesson                        [phone]

Corporation and McKesson UK)

James Melville-Ross

Emma Appleton

Maitland (PR Adviser to System C)                                          [phone]

Neil Bennett

Richard Farnsworth

The directors of System C accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the directors of System C (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.

Charles Stanley Securities, which is authorised and regulated in the United Kingdom by the FSA is acting exclusively for System C and no one else in connection with the Acquisition and will not be responsible to anyone other than System C for providing the protections afforded to clients of Charles Stanley Securities nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in this announcement.

The distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this Announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with the laws of England and Wales, the City Code on Takeovers and Mergers (the "City Code") and the Rules of the London Stock Exchange and information disclosed may not be the same as that which would have been prepared in accordance with the laws of any jurisdiction outside England. Nothing in this Announcement should be relied on for any other purpose.

Dealing Disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is interested in one 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) of the City Code 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 City Code, any person who is, or becomes, interested in one 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 System C 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 System C 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 of the City Code).

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 [phone].

Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website.

 

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