Result of EGM
July 15 2009 - 8:00AM
UK Regulatory
TIDMBPP
RNS Number : 7168V
BPP Holdings PLC
15 July 2009
15 July 2009
Not for release, publication or distribution in whole or in part, in, into or
from the United States, Canada, Australia or Japan or any other jurisdiction
where it is unlawful to do so.
BPP Holdings plc
and Apollo UK Acquisition Company Limited
Result of Court Meeting and General Meeting
On 8 June 2009, the boards of Apollo UK and BPP announced that they had reached
agreement on the terms of a recommended all cash offer to be made by Apollo for
the entire issued and to be issued share capital of BPP. The offer is being
implemented by means of a scheme of arrangement under Part 26 of the Companies
Act 2006.
On 22 June 2009, the boards of Apollo and BPP announced the posting to BPP
Shareholders of the scheme document ("Scheme Document") in relation to the
Scheme which contained, amongst other things, notices convening the Court
Meeting and General Meeting to approve the Scheme.
BPP is pleased to announce that the resolutions to approve the Scheme were duly
passed at the Court Meeting and the General Meeting held earlier today. At the
Court Meeting, a majority in number of Scheme Shareholders, who voted either in
person or by proxy and who together represented over 75 per cent. by value of
the votes cast, voted in favour of the resolution to approve the Scheme. The
resolution was accordingly passed. At the General Meeting, the Special
Resolution to approve the Scheme and provide for its implementation was passed
by a majority of BPP Shareholders representing over 75 per cent of the votes
cast. The Special Resolution was accordingly passed.
The votes cast at each Meeting were as follows:
Court Meeting
Number of Scheme Shareholders voting:
For: 272 (94.12%) Against: 17 (5.88%)
Number of Scheme Shares voted:
For: 31,102,330 (99.87%) Against: 41,043 (0.13%)
Percentage of total number of Scheme Shares in issue:
For: 60.86% Against: 0.08%
General Meeting
Number of BPP Shares voted:
For: 31,044,237 (99.50%) Against: 157,510 (0.50%) Withheld: 209,734
Implementation of the Scheme remains subject to the Court sanctioning the Scheme
and confirming the Capital Reduction at the Court Hearing which is expected to
take place on 29 July 2009. Subject to the Scheme receiving the sanction of the
Court and the Capital Reduction being confirmed by the Court on that date, the
Effective Date of the Scheme is expected to be 30 July 2009.
If the expected date of the Court Hearing is changed, BPP will make a further
announcement as required.
It is expected that the last day of dealings in, and for registration of
transfers of, BPP Shares will be 29 July 2009. Accordingly, dealings will be
suspended from the London Stock Exchange's main market with effect from 8.00
a.m. (London time) on 30 July 2009. A request will also be made to cancel the
listing of BPP Shares from the Official List and to cancel trading of BPP Shares
on the London Stock Exchange's main market, both with effect from 8.00 a.m.
(London time) on 20 August 2009.
Copies of the resolutions passed at the Court Meeting and at the General Meeting
will shortly be submitted to the Financial Services Authority (the 'FSA') and
will be available for inspection at the FSA Document Viewing Facility, which is
situated at the FSA (The Financial Services Authority, 25 The North Colonnade,
Canary Wharf, London E14 5HS; Tel: 020 7066 1000).
In accordance with Rule 19.11 of the City Code, a copy of this announcement will
be published on the following websites: www.bpp.com/ir/ and www.apollogrp.edu.
Capitalised terms used in this announcement shall, unless the context otherwise
requires, have the same meanings as given to them in the announcement of 8 June
2009 and the Scheme Document.
All references to times are to London times.
PRESS ENQUIRIES
For further information contact:
+-----------------------------------------+-----------------------------------+
| Apollo Global, Inc. and Apollo Group, | |
| Inc. | |
+-----------------------------------------+-----------------------------------+
| All enquiries to: | |
+-----------------------------------------+-----------------------------------+
| | |
+-----------------------------------------+-----------------------------------+
| The Maitland Consultancy Limited | 020 7379 5151 |
+-----------------------------------------+-----------------------------------+
| PR adviser to Apollo UK, Apollo Global | |
| and Apollo Group | |
+-----------------------------------------+-----------------------------------+
| David Waller | |
| | |
+-----------------------------------------+-----------------------------------+
| James Devas | |
+-----------------------------------------+-----------------------------------+
| | |
+-----------------------------------------+-----------------------------------+
| Credit Suisse | 020 7888 8888 |
+-----------------------------------------+-----------------------------------+
| Financial adviser and corporate broker | |
| to Apollo UK and Apollo Global | |
+-----------------------------------------+-----------------------------------+
| Richard Probert | |
+-----------------------------------------+-----------------------------------+
| Zachary Brech | |
+-----------------------------------------+-----------------------------------+
| | |
+-----------------------------------------+-----------------------------------+
| BPP Holdings plc | |
+-----------------------------------------+-----------------------------------+
| All enquiries to: | |
+-----------------------------------------+-----------------------------------+
| | |
+-----------------------------------------+-----------------------------------+
| BPP Holdings plc | 020 8740 2222 |
+-----------------------------------------+-----------------------------------+
| David Sugden | |
+-----------------------------------------+-----------------------------------+
| Roger Siddle | |
+-----------------------------------------+-----------------------------------+
| Chris Ross-Roberts | |
+-----------------------------------------+-----------------------------------+
| | |
+-----------------------------------------+-----------------------------------+
| Hawkpoint Partners Limited | 020 7665 4500 |
+-----------------------------------------+-----------------------------------+
| Financial adviser to BPP | |
+-----------------------------------------+-----------------------------------+
| Paul Baines | |
+-----------------------------------------+-----------------------------------+
| Simon Gluckstein | |
+-----------------------------------------+-----------------------------------+
| | |
+-----------------------------------------+-----------------------------------+
| Tulchan Communications | 020 7353 4200 |
+-----------------------------------------+-----------------------------------+
| PR adviser to BPP | |
+-----------------------------------------+-----------------------------------+
| Andrew Honnor | |
+-----------------------------------------+-----------------------------------+
| Stephen Malthouse | |
+-----------------------------------------+-----------------------------------+
| | |
+-----------------------------------------+-----------------------------------+
| Panmure Gordon (UK) Limited | 020 7459 3600 |
+-----------------------------------------+-----------------------------------+
| Broker to BPP | |
+-----------------------------------------+-----------------------------------+
| Dominic Morley | |
+-----------------------------------------+-----------------------------------+
| | |
+-----------------------------------------+-----------------------------------+
| Investec Bank plc | 020 7597 5000 |
+-----------------------------------------+-----------------------------------+
| Broker to BPP | |
+-----------------------------------------+-----------------------------------+
| Keith Anderson | |
+-----------------------------------------+-----------------------------------+
Credit Suisse Securities (Europe) Limited ("Credit Suisse"), which is authorised
and regulated by the Financial Services Authority in the United Kingdom, is
acting for Apollo UK and Apollo Global and for no one else in connection with
the Acquisition and will not be responsible to any person other than Apollo UK
and Apollo Global for providing the protections afforded to clients of Credit
Suisse, nor for providing advice in relation to the Acquisition, the content of
this announcement or any matter referred to herein. Neither Credit Suisse nor
any of its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a client
of Credit Suisse in connection with this announcement, any statement contained
herein or otherwise.
Hawkpoint Partners Limited ("Hawkpoint"), which is authorised and regulated by
the Financial Services Authority, is acting for BPP and no one else in
connection with the Acquisition and will not be responsible to any person other
than BPP for providing the protections afforded to clients of Hawkpoint or for
providing advice in relation to the Acquisition, the content of this
announcement or any matter referred to herein.
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities. Any response to the Acquisition
should be made only on the basis of information referred to in the Scheme
Document which BPP has sent to BPP Shareholders and, for information only, to
persons with information rights and to holders of options/awards under the BPP
Share Schemes.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed in it may not be the same as
that which would have been disclosed if this announcement had been made in
accordance with the laws of jurisdictions outside the United Kingdom. The
availability of the Acquisition to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction in which they
are located. Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction. Any failure
to comply with these requirements may constitute a violation of the securities
laws of any such jurisdiction. Further details in relation to overseas
shareholders will be contained in the Scheme Document.
The Acquisition referred to in this document will not be made available directly
or indirectly, in, into or by use of the mails of, or by any means (including,
without limitation, telephonically or electronically) or interstate or foreign
commerce of, or any facilities of a national securities exchange of, the United
States, Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction. This document
does not constitute an offer in the United States, Canada, Australia or Japan or
any other such jurisdiction and the Acquisition will not be made available by
any such use or means from or within the United States, Canada, Australia or
Japan or any such other jurisdiction. Accordingly this document is not being,
and should not be, mailed, transmitted or otherwise distributed, in whole or in
part, in or into or from the United States, Canada, Australia or Japan or any
such other jurisdiction.
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 BPP, all "dealings" in any "relevant securities" of that company
(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
pm (London time) on the London 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 BPP, 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 BPP by Apollo UK, Apollo Global or BPP, or by any of their
respective "associates", must be disclosed by not 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 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.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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