Result of Meetings
May 31 2007 - 8:49AM
UK Regulatory
RNS Number:5344X
Alliance Boots plc
31 May 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Alliance Boots plc
31 May 2007
COURT MEETING - THURSDAY 31 MAY 2007
A Court Meeting was held on Thursday 31 May 2007 at Goldman Sachs International,
River Court, 120 Fleet Street, London, EC4A 2QQ at 10.00 a.m. to consider and,
if thought fit, approve (with or without modification) a scheme of arrangement
under section 425 of the Companies Act 1985 proposed to be made between Alliance
Boots plc and the Scheme Shareholders.
The voting rights conferred by the Alliance Boots Shares beneficially owned by
AB Acquisitions Limited and any Scheme Shares beneficially owned by Stefano
Pessina, Ornella Barra, Alliance Sante Participations S.A. and any funds advised
or controlled by KKR were not exercised at the Court Meeting.
The resolution was decided on a poll and the resolution proposed at the Meeting
was passed.
The number of votes for and against the resolution to approve the proposed
Scheme put before the Meeting were as follows:
Number of Alliance % of % of issued Number of Alliance % of Alliance Boots
Boots Shares voted Alliance Alliance Boots Boots Shareholders Shareholders voting
Boots Shares Shares eligible to
voted vote at this
meeting
For 271,916,410 96.30% 39.41% 12,778 82.84%
Against 10,442,121 3.70% 1.51% 2,647 17.16%
Number of shares in issue as at 6.00 p.m. on Tuesday 29 May 2007 - 967,554,529
EXTRAORDINARY GENERAL MEETING - THURSDAY 31 MAY 2007
An Extraordinary General Meeting was held on Thursday 31 May 2007 at Goldman
Sachs International, River Court, 120 Fleet Street, London, EC4A 2QQ at 10.30
a.m. to consider a Special Resolution for the purpose of giving effect to the
Scheme of Arrangement dated 8 May 2007.
The resolution was decided by a vote on a show of hands and the resolution
proposed at the Meeting was passed.
The anticipated timeline of the remaining principal events required to implement
the Scheme is as follows:
21 June 2007 Scheme Hearing (to sanction the Scheme)
25 June 2007 Reduction Hearing (to confirm the Reduction of
Capital)
25 June 2007
(at 5.00 p.m.) Suspension of listing and dealings in Alliance Boots
Shares, last
time for registration of transfers of shares
and disablement of
shares in CREST
26 June 2007 Effective Date of the Scheme
28 June 2007
(at 8.00 a.m.) Delisting of Alliance Boots Shares
10 July 2007 Latest date for despatch of Loan Notes and Cash
Consideration
Capitalised terms in this announcement have the same meaning as in the Scheme
Document dated 8 May 2007.
For further enquiries, contact:
Alliance Boots plc
Gerald Gradwell/Chris Laud (Investor Relations) Tel: 0207 138 1118
Donal McCabe (Media) Tel: 0207 138 1164
Goldman Sachs International
Simon Dingemans Tel: 0207 774 1000
Greenhill & Co. International LLP
James Lupton Tel: 0207 198 7400
Finsbury
James Murgatroyd Tel: 0207 251 3801
Goldman Sachs International, which is authorised and regulated in the United
Kingdom by The Financial Services Authority, is acting for Alliance Boots in
relation to the matters described in this announcement and is not advising any
other person and accordingly will not be responsible to any person other than
Alliance Boots for providing the protections afforded to the customers of
Goldman Sachs International or for providing advice in relation to the matters
described in this announcement.
Greenhill & Co. International LLP, which is authorised and regulated in the
United Kingdom by The Financial Services Authority, is acting for Alliance Boots
in relation to the matters described in this announcement and is not advising
any other person and accordingly will not be responsible to any person other
than Alliance Boots for providing the protections afforded to the customers of
Greenhill & Co. International LLP or for providing advice in relation to the
matters described in this announcement.
This announcement is not intended to and does not constitute an offer to sell or
invitation to purchase or subscribe for any securities in any jurisdiction
pursuant to the Transaction or otherwise. The Transaction will be made solely
through the Scheme Document, which was posted to shareholders on 8 May 2007 and
contains the full terms and conditions of the Transaction.
The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about, and observe, any applicable 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 UK.
Any person (including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Scheme Document and/or any
other related document to any jurisdiction outside the UK should inform
themselves of, and observe, any applicable legal or regulatory requirements of
that jurisdiction.
The Loan Notes that may be issued pursuant to the Transaction have not been nor
will be registered under the Securities Act of 1933, as amended (the "Securities
Act") or under the relevant securities laws of any state or territory or other
jurisdiction of the United States. Accordingly, Loan Notes may not be offered
or sold, resold, transferred, delivered or distributed, directly or indirectly
in or into the United States or to, or for the account or benefit of, any US
person.
Loan Notes that may be issued pursuant to the Transaction have not been and will
not be registered under the relevant securities laws of Japan or Switzerland.
No securities registration statement in respect of the Loan Notes has been, or
will be, filed with the Director of the Kanto Local Finance Bureau in Japan. No
prospectus in respect of the Loan Notes has been, or will be, lodged with, or
registered with, the Australian Securities and Investments Commission ("ASIC"),
the Japanese Ministry of Finance, or the Companies Office in New Zealand. The
Scheme Document has not been lodged with ASIC and does not contain the
information required of a prospectus. No prospectus has been prepared under
Swiss law in relation to the Loan Notes. Accordingly, unless otherwise
determined by AB Acquisitions and permitted by applicable law and regulation,
the provision of the Scheme Document to any person in Australia, Japan,
Switzerland or New Zealand does not constitute an offer of Loan Notes to that
person and the Loan Notes are not being offered, sold, resold, transferred,
delivered or distributed, directly or indirectly in or into or to persons in
Australia, Japan, Switzerland or New Zealand or any other jurisdiction where to
do so would violate the laws of that jurisdiction or would require registration
thereof in that jurisdiction or to, or for the account or benefit of, any
Restricted Overseas Person.
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% or more of any class of "relevant
securities" of Alliance Boots, all "dealings" in any "relevant securities" of
Alliance Boots, (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 becomes, or is declared, unconditional as to acceptances, lapses or is
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
Alliance Boots, 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 Alliance Boots by AB Acquisition or Alliance Boots, or by any of
their respective "associates", must be disclosed by no later than 12.00 noon
(London time) 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, and the number of such securities in
issue, can be found on the Takeover 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 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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