TIDMIEL
RNS Number : 6659N
Indian Energy Limited
05 September 2011
THIS ANNOUNCEMENT IS 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 THAT JURISDICTION
5 September 2011
Indian Energy Limited ("IEL" or the "Company")
Results of Court Meeting and EGM held on 5 September 2011
On 21 July 2011, Indian Energy Limited announced that it had
reached agreement on the terms of a recommended share offer by
Infrastructure India plc for the entire issued and to be issued
ordinary share capital of the Company. The Offer is being
implemented by way of a scheme of arrangement under Part VIII of
the Guernsey Companies Law (the "Scheme").
On 10 August 2011, a circular (the "Scheme Document") was sent
to IEL Shareholders containing, amongst other things, the terms of
the Scheme, notices convening the requisite shareholder meetings
(the Court Meeting and the EGM) and the details of the actions to
be taken by IEL Shareholders.
Court Meeting
The Company is pleased to announce that, at the Court Meeting
held earlier today to approve the proposed Scheme, the Scheme
Resolution was passed by the requisite majorities. The full text of
the Scheme Resolution is contained in the Notice of Court Meeting
set out in Part 9 of the Scheme Document, which is available on the
Company's website at www.indian-energy.com.
The total number of votes validly cast in respect of the Scheme
Resolution is set out below:
% of total
No. of holders No. of ordinary % of ordinary issued ordinary
voting shares voted shares voted shares
For 23 12,294,168 92.4 48.2
Against 3 1,015,596 7.6 4.0
--------- --------------- ---------------- -------------- ----------------
Total 26 13,309,764 100 52.2
EGM
In addition, at the EGM, held earlier today immediately after
the Court Meeting, IEL Shareholders passed the Utilico Resolution
proposed at that meeting by the requisite majority on a poll. The
full text of the Utilico Resolution is contained in the Notice of
Extraordinary General Meeting set out in Part 10 of the Scheme
Document, which is available on the Company's website at
www.indian-energy.com.
The total number of those votes validly cast in respect of the
Utilico Resolution is set out in the table below:
% of total
No. of eligible
eligible % of eligible issued
holders No. of ordinary ordinary ordinary
voting shares voted shares voted shares
For 21 7,020,676 87.4 34.6
Against 3 1,015,596 12.6 5.0
--------- --------------- ---------------- --------------- ---------------
Total 24 8,036,272 100 39.6
Completion of the Scheme remains subject, amongst other things,
to the sanction of the Royal Court of Guernsey, the hearing in
respect of which is expected to take place on 20 September 2011.
Further details of the expected timetable of principal events are
set out below:
Monday, 19 September 2011 Last day of dealings in, and for
registration of transfers of, IEL
Shares
6.00 p.m. on Monday, 19 September Scheme Record Time
2011
9.30 a.m. on Tuesday, 20 September Court Hearing (to sanction the
2011 Scheme)
Wednesday, 21 September 2011 Effective Date of the Scheme
8.00 am on Wednesday 21 September Cancellation of trading of IEL
2011 Shares on AIM
8.00 am on Wednesday 21 September Admission of New IIP Shares to
2011 trading on AIM
Wednesday 21 September 2011 CREST accounts credited with New
IIP Shares in uncertificated form
No later than 14 days after the Latest date for dispatch of New
Effective Date IIP Shares in certificated form
Unless otherwise stated, all references to times in this
announcement are to London time. The times and dates given are
based on the Directors' current expectations and may be subject to
change. These times and dates are indicative only and will depend,
amongst other things, on the date on which the Guernsey Court
sanctions the Scheme. If the scheduled date of the Court Hearing is
changed, IEL will give adequate notice of the change by issuing an
appropriate announcement -. Any changes to other times or dates
indicated above may, in IEL's discretion, be notified in the same
manner. All IEL Shareholders have the right to attend the Court
Hearing.
Notes:
(1) For further details of the date and location of the Court
Hearing, IEL Shareholders may consult IEL's website at
www.indian-energy.com.
(2) Capitalised terms not otherwise defined in this announcement
have the meanings given to them in the Scheme Document.
Enquiries:
Indian Energy Limited Tel: +44 20 3411
3640
Rupert Strachwitz
Arden Partners Plc (Financial adviser, broker Tel: +44 20 7614
and Nomad to IEL) 5917
Chris Hardie / Jamie Cameron
Pelham Bell Pottinger (Public Relations to IEL) Tel: +44 20 7861
3232
Clare Gilbey
Arden Partners, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for IEL and no one else
in connection with the Proposal and will not be responsible to
anyone other than IEL for providing the protections afforded to
customers of Arden Partners nor for providing advice in relation to
the Proposal, the contents of this announcement, or any transaction
or arrangement referenced in this announcement.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company 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) the offeree company 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 pm (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 the offeree
company 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 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company 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) the offeree company 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 an offeree company 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 the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, 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.
PUBLICATION ON WEBSITE
A copy of this announcement will be made available on both IEL's
and IIP's websites at www.indian-energy.com and www.iiplc.com
respectively, as soon as possible.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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