Results of Court Meeting and General Meeting
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 OF SUCH JURISDICTION
For Immediate Release
19 September 2011
Recommended cash offer for Northumbrian Water Group Plc ("Northumbrian")
Results of Court Meeting and General Meeting
Northumbrian Water Group plc ("Northumbrian") is pleased to announce that, at the Court Meeting held earlier today, the scheme of arrangement in relation to the proposed acquisition by UK Water (2011) Limited ("UK Water") (a company indirectly wholly owned by a consortium comprising Cheung Kong Infrastructure Holdings Limited, Cheung Kong (Holdings) Limited and Li Ka Shing Foundation Limited) (the "Scheme") between Northumbrian and Scheme Shareholders was approved by the requisite majority. Subsequently, at the General Meeting, the Special Resolution to approve the Scheme was passed by the requisite majority of the Northumbrian Shareholders.
Any capitalised term used but not defined in this announcement is as defined in the Scheme Document dated 26 August 2011.
Court Meeting
At the Court Meeting, a majority in number of the Scheme Shareholders who voted (either in person or by proxy), representing 52.95 per cent. in value of the Scheme Shares, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast were as follows:
|
|
Number of |
Percentage of |
Number of |
Percentage of |
Number of |
|
FOR |
273,838,603 |
99.72% |
1650 |
82.67% |
52.80% |
|
AGAINST |
782,531 |
0.28% |
346 |
17.33% |
0.15% |
Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.
General Meeting
At the General Meeting the Special Resolution was passed by the requisite majority on a show of hands. The full text of the Special Resolution is contained in the Notice of General Meeting set out in the Scheme Document, which is available on Northumbrian's website at www.nwg.co.uk. In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the Special Resolution passed at the General Meeting has been submitted to the National Storage Mechanism.
The proxy voting results for the Special Resolution were as follows:
|
|
Number of voting |
Percentage of voting |
|
FOR (including at Chairman's discretion) |
272,142,977 |
99.71% |
|
AGAINST |
801,746 |
0.29% |
|
WITHHELD |
939,334 |
N/A |
|
Total votes cast |
272,944,723 |
100% |
Votes withheld do not count in the total of votes cast.
Issued share capital: 518,623,845 ordinary shares of 10 pence each.
Next Steps
The date of the hearing to sanction the Scheme is expected to be 11 October 2011 and the hearing to confirm the Capital Reduction is expected to be 13 October 2011. If the Court sanctions the Scheme and confirms the Capital Reduction, it is expected that the Scheme will become effective on 13 October 2011 and the cancellation of admission to trading of Northumbrian Shares on the London Stock Exchange will take place by no later than 8:00 a.m. on 14 October 2011.
If the Court sanctions the Scheme, as soon as practicable after the Scheme become effective and in any event not later than 14 days after that date, that is 28 October 2011, UK Water shall despatch cheques to all shareholders for the consideration due to them under the Scheme, except to those shareholders who hold their shares in uncertificated form at 6 pm on 12 October 2011, who will be paid through the CREST system (unless otherwise determined by UK Water).
The dates stated above are indicative only and will depend, among other things, on the dates on which the Court sanctions the Scheme and confirms the Capital Reduction, and the date on which the Conditions set out in Part 3 of the Scheme Document are satisfied or (if capable of waiver) waived.
Enquiries
Deutsche Bank + 44 (0)20 7545 8000
(Financial adviser and corporate broker to Northumbrian)
Alan Brown
Omar Faruqui
Martyn Nicholas
Martin Pengelley (Corporate Broking)
Pelham Bell Pottinger +44 (0)20 7861 3112
(PR adviser to Northumbrian)
James Henderson
Archie Berens
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the FSA. Details about the extent of Deutsche Bank AG's authorisation and regulation by the FSA are available on request. Deutsche Bank AG, London Branch is acting as financial adviser to Northumbrian and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Northumbrian for providing the protections afforded to clients of Deutsche Bank AG, London Branch, nor for providing advice in relation to any matter referred to herein.
The release, publication or 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 laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal and regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purpose 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 the United Kingdom.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will be made available on the following website: www.nwg.co.uk.
This information is provided by RNS
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