TIDMHMY
RNS Number : 2320V
Hamworthy plc
09 January 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Press Release 9 January 2012
Hamworthy plc
("Hamworthy" or the "Group")
Recommended Acquisition of Hamworthy plc ("Hamworthy") by
Wartsila Technology Oy Ab ("Wartsila"), a wholly-owned subsidiary
of Wartsila Corporation (The "Acquisition")
Results of the Court Meeting and the Hamworthy General
Meeting
Further to the announcement made by Hamworthy on 13 December
2011 regarding the posting of the scheme document relating to the
Acquisition (the "Scheme Document"), Hamworthy announces that the
Scheme relating to the Acquisition of Hamworthy by Wartsila was
today approved at the Court Meeting and the special resolution to
approve the Scheme was passed at the Hamworthy General Meeting.
Unless otherwise defined, all capitalised terms shall have the
meaning given to them in the Scheme Document.
Court Meeting
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
92.75 per cent. in value of the Scheme Shares held by Scheme
Shareholders who voted (either in person or by proxy), voted in
favour of the special resolution to approve the Scheme. The special
resolution proposed at the Court Meeting was decided on a poll
vote.
Details of the votes cast were as follows:
Number of Percentage Number of Percentage Number of
Scheme of Scheme of Scheme Scheme Shares
Shares voted Scheme Shareholders Shareholders voted as
Shares voted voting voting (%) a percentage
(%) of the total
number of
Scheme Shares
held by Scheme
Shareholders
entitled
to vote on
the resolution
(%)
--------- -------------- -------------- -------------- -------------- ----------------
FOR 17,474,632 92.75% 237 92.58% 38.48%
--------- -------------- -------------- -------------- -------------- ----------------
AGAINST 1,366,295 7.25% 19 7.42% 3.01%
--------- -------------- -------------- -------------- -------------- ----------------
Accordingly, the special resolution proposed at the Court
Meeting was duly passed on a poll vote.
Hamworthy General Meeting
At the Hamworthy General Meeting, the special resolution to
approve the Scheme was duly passed on a poll vote.
The voting results for the special resolution were as
follows:
Number of Hamworthy Percentage of Hamworthy Shares voted
Shares voted (%)
--------- -------------------- -------------------------------------
FOR 17,447,458 92.74%
--------- -------------------- -------------------------------------
AGAINST 1,365,615 7.26%
--------- -------------------- -------------------------------------
Next Steps
Completion of the Scheme remains subject to the satisfaction of
the remaining conditions set out in Part Three of the Scheme
Document, including the sanction of the Scheme by the Court. The
Court hearing to sanction the Scheme is expected to take place on
26 January 2012. It is expected that dealings in Hamworthy Shares
will be suspended at 7.30 a.m. on 30 January 2012 and the Scheme
will become Effective on 31 January 2012.
The dates stated above are indicative only. If any of the
expected dates change, Hamworthy will give notice of the change by
issuing an announcement through a Regulatory Information Service
(as defined in the Code).
- Ends -
For further information:
Hamworthy plc
Joe Oatley, Chief Executive Tel: +44 (0) 1202
662 662
Paul Crompton, Finance Director www.hamworthy.com
Graham Lockyer, Head of IR
Hawkpoint Partners Limited
(Financial adviser to Hamworthy)
Christopher Kemball Tel: +44 (0) 20 7665
4500
Colin Christie www.hawkpoint.com
Robin Sturken
Numis (Broker to Hamworthy)
Christopher Wilkinson Tel: +44 (0) 20 7260
1000
Ben Stoop
Abchurch (Public relations adviser to
Hamworthy)
Henry Harrison-Topham / Quincy Allan Tel: +44 (0) 20 7398
7702
henry.ht@abchurch-group.com www.abchurch-group.com
Wartsila
Atte Palomaki, Group Vice President, Tel: +358 10 709
Communications & Branding 5219
Pauliina Tennila, Director, Investor Tel: +358 40 570
Relations 5530
UBS Investment Bank (Financial adviser Tel: +44 (0) 20 7567
to Wartsila) 8000
Eero Ehrnrooth
Jonathan Rowley
Thomas Onions
Tulchan (Public relations adviser to
Wartsila)
Stephen Malthouse / Martha Kelly Tel: +44 (0) 20 7353
4200
Hawkpoint, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
as financial advisor to Hamworthy and no one else in connection
with the Acquisition and will not be responsible to anyone other
than Hamworthy for providing the protections afforded to customers
of Hawkpoint nor for providing advice in relation to the
Acquisition or any other matter referred to in this document.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Hamworthy and no one else in connection with the Acquisition and
will not be responsible to anyone other than Hamworthy for
providing the protections afforded to the customers of Numis nor
for providing advice in relation to the Acquisition or any other
matter referred to in this document.
UBS, is exclusively acting for Wartsila and Wartsila Corporation
and no one else in connection with the Acquisition and will not be
responsible to anyone other than Wartsila and Wartsila Corporation
for providing the protections offered to clients of UBS nor for
providing advice in relation to the Acquisition or the contents of
this or any transaction or arrangement referred to herein.
Dealing disclosure requirements of the Code
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 pm (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 pm (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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPBKCDBQBKDKDK
Hamworthy (LSE:HMY)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Hamworthy (LSE:HMY)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024
