TIDMGTL
RNS Number : 7901T
GTL Resources PLC
12 December 2011
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
12 December 2011
RECOMMENDED CASH OFFER
for
GTL Resources PLC ("GTL" or the "Company")
by
Sinav Limited ("Sinav")
Results of Court Meeting and General Meeting
The board of GTL is pleased to announce that, at the Court
Meeting and General Meeting of GTL Shareholders held earlier today
in connection with the Acquisition, GTL Shareholders voted to
approve, by the necessary majorities, the scheme of arrangement
under Part 26 of the Companies Act 2006 and other associated
matters to implement the Acquisition.
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 other associated matters to implement the Acquisition
was also passed by the requisite majority.
Details of the resolutions passed are set out in the notices of
the Meetings contained in the scheme document posted to GTL
Shareholders on 19 November 2011 (the "Scheme Document").
Voting results of Court Meeting
The vote on the resolution to approve the Scheme was conducted
by way of a poll and the results were as follows:-
FOR AGAINST
Number of eligible Scheme
Shareholders casting votes 213 18
Number of votes cast by eligible
Scheme Shareholders 13,608,171 12,843
Percentage of eligible Scheme
Shares voted 99.91% 0.09%
Voting results of General Meeting
The Special Resolution to approve certain steps to give effect
to the Scheme was duly passed on a show of hands. The votes cast by
proxy in advance of the General Meeting were as follows:
FOR AGAINST VOTES WITHHELD
To give effect to the
Scheme 23,160,499 15,669 201
72.4% 0.05% 0%
In relation to the General Meeting:
1. the issued share capital at the date of the meeting was
31,988,745 Ordinary Shares with voting rights;
2. votes were tendered in respect of 23,176,369 Ordinary Shares,
being 72.45 per cent. of the issued Ordinary Share capital of the
Company;
3. any proxy appointments which gave discretion to the Chairman
have been included in the votes "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 votes "FOR" or "AGAINST"
the Special Resolution.
Next Steps
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 associated Capital Reduction by the Court. It
is anticipated that the Scheme Court Hearing to sanction the Scheme
will take place on 12 January 2012 and the Reduction Court Hearing
to confirm the Capital Reduction will take place on 16 January
2012. Subject to the Scheme receiving the sanction and confirmation
of the Court on those dates, the Scheme is expected to become
Effective on 17 January 2012 with cheques being despatched or
settlement through CREST occurring within 14 days of the Scheme
becoming Effective.
It is also expected that, subject to the Scheme becoming
Effective, admission of the GTL Shares to trading on AIM will be
cancelled with effect from 7.00 a.m. on 17 January 2012.
Terms used in this Announcement shall (unless the context
otherwise requires) have the same meanings as set out in the Scheme
Document.
A copy of this announcement will be made available on GTL's
website at www.gtlresources.com/investor-relations as soon as
practicable.
Enquiries:
Sinav Limited
Christopher Mills, Director Tel: +44 (0) 207 747 5678
Strand Hanson Limited
(Financial Adviser to Sinav and Harwood Capital)
Simon Raggett Tel: +44 (0) 207 409 3494
Matthew Chandler
GTL Resources PLC
Julia Henderson, Non-Executive Chairman Tel: +44 (0) 207 397
8928 (via Cenkos Securities plc)
Richard Ruebe, Group Chief Executive Officer Tel: +1 (0) 630 773 1226
Cenkos Securities Plc
(Financial and Nominated Adviser and Broker to GTL)
Nicholas Wells Tel: +44 (0) 207 397 8928
Elizabeth Bowman
Cenkos Securities, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for GTL and no one
else in connection with the Acquisition and will not be responsible
to anyone other than GTL for providing the protections afforded to
clients of Cenkos Securities nor for providing advice in relation
to the Acquisition or any other matter or arrangement referred to
herein.
Strand Hanson, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Sinav and Harwood
Capital and no one else in connection with the Acquisition and will
not be responsible to anyone other than Sinav and Harwood Capital
for providing the protections afforded to clients of Strand Hanson
nor for providing advice in relation to the Acquisition or any
other matter or arrangement referred to herein.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
contacting Cenkos Securities during business hours on 020 7397 8900
or by submitting a request in writing to Cenkos Securities at 6-8
Tokenhouse Yard, London EC2R 7AS. It is important that you note
that unless you make such a request, a hard copy of this
announcement and any such information incorporated by reference in
it will not be sent to you. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Offer should be in hard copy form.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or invitation to purchase any securities or the solicitation
of any vote for approval in any jurisdiction, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable
law. The Offer is being made solely through the Scheme Document and
the accompanying Forms of Proxy and, for holders of certificated
GTL Shares, the Form of Election, which together contain the full
terms and conditions of the Offer. Any response in relation to the
Offer should be made only on the basis of the information contained
in the Scheme Document or any document by which the Offer is
made.
The availability of the Offer, the Unlisted Securities
Alternative and the release, publication and distribution of this
announcement in jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore persons
who are not resident in the United Kingdom into whose possession
this announcement comes should inform themselves about and observe
any such restrictions. Failure to comply with any such restrictions
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, the Code and the AIM Rules 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.
Sinav Shares have not been and will not be registered under the
US Securities Act or under the securities laws of any state in the
United States. The Unlisted Securities Alternative is not being
made available to Scheme Shareholders who are US Persons.
Accordingly, Scheme Shareholders who are US Persons shall receive
cash notwithstanding any election made by them for the Unlisted
Securities Alternative, and there shall be no issuance of Sinav
Shares to such Scheme Shareholders.
No steps have been taken, nor will any be taken, to enable Sinav
Share Units to be offered in compliance with the applicable
securities laws of Canada or Japan and no prospectus in relation to
Sinav Share Units has been, or will be, lodged with or registered
by the Australian Securities and Investments Commission.
Accordingly, Sinav Share Units may not be offered, sold, resold,
taken up, delivered or transferred, directly or indirectly, in or
into Canada, Japan or Australia (except in transactions exempt from
or not subject to the registration requirements of the relevant
securities laws of Canada, Japan or Australia).
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of GTL 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) GTL
and (ii) any paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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 GTL 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 Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of GTL or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of GTL 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) GTL 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 p.m. (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 GTL 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 GTL and by any
offeror and Dealing Disclosures must also be made by GTL, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
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 +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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