Result of Court Meeting and EGM
27 Mars 2009 - 12:57PM
UK Regulatory
TIDMEID
RNS Number : 6137P
Eidos plc
27 March 2009
27 March 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
Recommended acquisition of Eidos plc ("Eidos") by SQEX Ltd. ("SQEX")
Results of Court Meeting and EGM
On 12 February 2009, the Boards of Eidos and SQEX announced that they had
reached agreement on the terms of a recommended acquisition of the entire issued
and to be issued share capital of Eidos by SQEX, a company wholly owned by
Square Enix Holdings Co. Ltd ("Square Enix"), to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). On
4 March 2009 Eidos posted a scheme document to its shareholders (the "Scheme
Document") containing, among other things, the full terms and conditions of the
Scheme.
Eidos and SQEX are pleased to announce that, at the Court Meeting held earlier
today, the Scheme was approved by the requisite majority. The number of
shareholders voting (either in person or by proxy) and the votes cast at the
Court Hearing was as follows:
+---------+---------+-------------+----------+-------------+---------+-------------+
| | 1. Present and | 2. Voted for the | 3. Voted against |
| | Voting | resolution | the resolution |
+---------+-----------------------+------------------------+-----------------------+
| | No. | Shares | No. (%) | Shares | No. (%) | Shares |
| | | Represented | | Represented | | Represented |
| | | | | (%) | | (%) |
+---------+---------+-------------+----------+-------------+---------+-------------+
| In | 3 | 96,152 | 66.67% | 84.84% | 33.33% | 15.16% |
| person | | | | | | |
+---------+---------+-------------+----------+-------------+---------+-------------+
| By | 458 |134,350,330 | 85.15% | 99.93% | 14.85% | 0.07% |
| proxy | | | | | | |
+---------+---------+-------------+----------+-------------+---------+-------------+
| TOTAL | 461 |134,446,482 | 85.03% | 99.92% | 14.97% | 0.08% |
+---------+---------+-------------+----------+-------------+---------+-------------+
Subsequently, at the EGM, the special resolution required to implement the
Scheme was also passed by the requisite majority.
Copies of the resolutions passed at the Court Meeting and the EGM have been
submitted to the UK Listing Authority and will be available for inspection at
the UK Listing Authority's Document Viewing Facility situated at the Financial
Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
The expected timetable of principal events for the implementation of the Scheme
remains as previously announced and is as follows:
+---------------------------------------------------+------------------------+
| |
+---------------------------------------------------+
| Event | Time and/or date |
| | (2009) |
+---------------------------------------------------+------------------------+
| Suspension of listing and dealings in, and last | 21 April |
| date for registration of transfers of, Eidos | |
| Shares | |
+---------------------------------------------------+------------------------+
| Scheme Record Time | 6.00 p.m. on 21 April |
+---------------------------------------------------+------------------------+
| Court hearing to sanction the Scheme and to | 21 April |
| confirm the Capital Reduction | |
+---------------------------------------------------+------------------------+
| Effective Date of the Scheme | 22 April |
+---------------------------------------------------+------------------------+
| Cancellation of listing of Eidos Shares | 8.00 a.m. on 22 April |
+---------------------------------------------------+------------------------+
| Latest date for despatch of cheques and | 6 May |
| settlement through CREST (if Scheme becomes | |
| effective on 22 April 2009) | |
+---------------------------------------------------+------------------------+
| Event | Time and/or date |
| | (2009) |
+---------------------------------------------------+------------------------+
| Suspension of listing and dealings in, and last | 21 April |
| date for registration of transfers of, Eidos | |
| Shares | |
+---------------------------------------------------+------------------------+
| Scheme Record Time | 6.00 p.m. on 21 April |
+---------------------------------------------------+------------------------+
| Court hearing to sanction the Scheme and to | 21 April |
| confirm the Capital Reduction | |
+---------------------------------------------------+------------------------+
| Effective Date of the Scheme | 22 April |
+---------------------------------------------------+------------------------+
| Cancellation of listing of Eidos Shares | 8.00 a.m. on 22 April |
+---------------------------------------------------+------------------------+
| Latest date for despatch of cheques and | 6 May |
| settlement through CREST (if Scheme becomes | |
| effective on 22 April 2009) | |
+---------------------------------------------------+------------------------+
These times and dates are indicative only and will depend, among other things,
on dates on which the Conditions are satisfied or waived, the date on which the
Court sanctions the Scheme and confirms the Capital Reduction and the date on
which the Court Order sanctioning the Scheme and confirming the Capital
Reduction is delivered to the Registrar of Companies and such Court Order is
registered by the Registrar of Companies.
+-----------------------------------------------------+----------------------+
| |
+-----------------------------------------------------+
| Enquiries | |
+-----------------------------------------------------+----------------------+
| Eidos | +44 20 8636 3000 |
| Robert Brent | |
+-----------------------------------------------------+----------------------+
| Citi (Financial adviser to Eidos) | +44 20 7986 4000 |
| Matthew Smith | |
| Stuart Poyser | |
| Charlie Lytle (Broking) | |
+-----------------------------------------------------+----------------------+
| SQEX / Square Enix | +81 3 5333 1144 |
| Michihiro Sasaki | |
| | |
+-----------------------------------------------------+----------------------+
| UBS Investment Bank (Financial Adviser to SQEX / | +44 20 7568 0000 |
| Square Enix) | |
| Andrew Cowper | |
| Thomas Onions | |
| | |
+-----------------------------------------------------+----------------------+
| Media Enquiries - Madano (PR adviser to Eidos) | +44 20 7593 4000 |
| Mark Way | |
| Matthew Moth | |
| | |
+-----------------------------------------------------+----------------------+
Capitalised terms used in this announcement have the meanings given to them in
the Scheme Document.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities. This announcement also does not
constitute a prospectus or prospectus equivalent document. Any acceptance or
other response to the Scheme should be made only on the basis of the information
contained in the Scheme Document.
UBS, is acting exclusively for SQEX and Square Enix and no one else in
connection with the Acquisition and will not be responsible to anyone other than
SQEX and Square Enix for providing the protections afforded to clients of UBS
Investment Bank, or for providing advice in connection with the Acquisition or
any matter referred to in this announcement.
Citi, which is authorised and regulated by the Financial Services Authority, is
acting exclusively for Eidos and no one else in connection with the Acquisition
and will not be responsible to anyone other than Eidos for providing the
protections afforded to clients of Citi or for providing advice in connection
with the Acquisition or any matter referred to in this announcement.
The 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 legal or regulatory requirements. This announcement has been prepared
for the purpose of complying with English law and the Takeover 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.
The Acquisition relates to the shares of a UK company and is proposed to be
effected by means of a scheme of arrangement under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not subject
to the proxy solicitation or tender offer rules under the US Securities Exchange
Act of 1934, as amended. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of US proxy solicitation or
tender offer rules. However, if SQEX were to elect to implement the Acquisition
by means of a takeover offer, such takeover offer would be made in compliance
with all applicable laws and regulations, including the US tender offer rules,
to the extent applicable.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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