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Readymix PLC (IRSH)

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Thursday 05 April, 2012

Readymix PLC

Results of Meetings

RNS Number : 9374A
Readymix PLC
05 April 2012
 



 

For immediate release

 

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

 

5 April 2012

 

 

READYMIX PLC

 

RECOMMENDED ACQUISITION FOR CASH BY READYMIX INVESTMENTS

 

COURT MEETING AND EGM RESULTS 

 

The Independent Committee of Readymix plc (the "Company") announces that the required majorities of Readymix Shareholders voted today at the Court Meeting and the EGM in favour of the Scheme and to implement the Acquisition.

Readymix will now apply to the Irish High Court to confirm the date for the Court Hearing to sanction the Scheme and to confirm the Capital Reduction. It is expected that the Court Hearing will be held on 8 May 2012, as previously announced. If, at that hearing, the High Court sanctions the Scheme without modification, it is expected that the Scheme and the Acquisition will become effective shortly thereafter. Further announcements will be made in due course.

Readymix Shareholders are notified that it is intended that, subject to the Scheme becoming effective in accordance with its terms and subject to applicable requirements of the Irish Stock Exchange, the listing of the Readymix Shares on the official list of the Irish Stock Exchange and admission of the Readymix Shares to trading on the Main Securities Market of the Irish Stock Exchange will be cancelled. It is intended that such cancellations take effect on the date on which the Scheme becomes effective (the "Effective Date") which is anticipated to be 9 May 2012  or as soon as is practicable thereafter. The last day of dealing in Readymix Shares on the Irish Stock Exchange will be the last Business Day before the Effective Date.

The results of the resolutions put to the Court Meeting and the EGM held today, 5 April 2012 were as follows:

 

Court Meeting

 

Resolution to approve the Scheme of Arrangement:

 

 

Present and Voting (in person or by proxy)

Voted for the Resolution

Voted against the Resolution


Share-holders

Shares represented

Share- holders

Shares represented

Share-holders

Shares represented

 

Totals

 

294

 

21,874,094

 

286

 

19,694,692

 

8

 

2,179,402

Proportions of shares

96.94%

90.04%

3.06%

9.96%

 

 

No CEMEX-held Readymix Shares were voted at the Court Meeting.

 

Where a Form of Proxy allowed the Chairman discretion to vote, the Chairman exercised that discretion to vote in favour of the Scheme.

 

The total number of votes validly cast was 21,874,094, representing 51.38% of the Company's issued share capital other than CEMEX-held Readymix Shares at close of business on the day before the Court Meeting.

 

EGM

 

The Resolution put to the Extraordinary General Meeting convened in accordance with the Notice of EGM set out at Part X of the Scheme Document was passed, the details of the votes being as follows:

 

 


Number of Shares voted

Number of Shares voted for the Resolution

Number of Shares voted against the Resolution

Number of Shares in respect of which a vote was withheld

Totals

88,785,665

86,616,255

2,169,400

38,900

Percentage of Shares voted

97.56%

2.44%

N/A

 

 

Definitions used in the Scheme Document dated 13 March 2012 have the same meaning when used in this announcement, unless the context requires otherwise.

 

 

Responsibility

 

The directors of Readymix plc accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Readymix plc (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.

 

Dealing Disclosure Requirements

 

Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007, as amended (the "Irish Takeover Rules"), if any person is, or becomes, 'interested' (directly or indirectly) in, one per cent., or more of any class of 'relevant securities' of Readymix, all 'dealings' in any 'relevant securities' of Readymix (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3.30 pm (GMT) on the business day following the date of the relevant transaction. This requirement will continue until the 'offer period' ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Readymix, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

 

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all 'dealings' in 'relevant securities' of Readymix by Readymix or CEMEX or by any of its 'associates' must also be disclosed by no later than 12.00 noon (GMT) on the 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 can be found on the Panel's website at www.irishtakeoverpanel.ie.

 

'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 Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel's website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.

 


This information is provided by RNS
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