TIDMUMP
RNS Number : 7684A
UMP PLC
14 October 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
UMP Plc ("UMP", or "the Company")
Recommended Proposal by UTV Software Communications Limited
Results of Court Meeting
14 October 2009
On 20 July 2009 an announcement was made by the Company concerning the
recommended proposal by UTV Software Communications Limited ("UTV") (the
"Proposal") pursuant to which:
* the holders of the UMP Shares not already owned by UTV (representing
approximately 23.18 per cent. of the entire issued ordinary share capital of
UMP) will, for every 3.75 UMP Shares, receive 1 New UTV Share;
* all the assets and business of UMP will be transferred to UTV; and
* UMP will be dissolved (without winding up) (together the "Scheme").
The Independent Directors of UMP announced on 8 September 2009 that the
High Court of Justice in the Isle of Man had made an order in connection with
the Scheme, that UMP convene a Court Meeting of the Independent UMP Shareholders
for the purpose of considering, and if thought fit, approving the Scheme.
A document containing, among other things, the terms of the Scheme, an
Explanatory Statement and notice of the Court Meeting (the "Scheme Document")
was posted to each of the Independent UMP Shareholders on 15 September 2009.
On 16 September 2009 it was announced that the Court Meeting had been convened
for 10.00 a.m. on 14 October 2009 at the offices of Simcocks Advocates Limited,
Ridgeway House, Ridgeway Street, Douglas, Isle of Man IM99 1PY.
UMP is pleased to announce that, at the Court Meeting held today, a majority in
number of the Independent UMP Shareholders who voted (either in person or by
proxy), representing not less that 75% in value of the votes cast, voted in
favour of the resolution to approve the Scheme. The resolution was accordingly
passed.
The votes cast for the resolution were as follows:
Number of Independent UMP Shareholders voting: For: 9 (100%).Against: Nil (Nil
per cent.).
Number of votes: For: 14,831,921 (100% of the votes cast at the Court Meeting,
representing 61% of the total number of Scheme Shares as at the date
hereof).Against: Nil (Nil per cent. of the votes cast at the Court Meeting,
representing nil per cent. of the total number of Scheme Shares as at the date
hereof).
Completion of the Proposal remains subject to the satisfaction or, if permitted,
waiver of the conditions to the Proposal set out in the Scheme Document
including, inter alia, the sanction of the Scheme by the Isle of Man Court and
the Indian Scheme (so far as it relates to UMP) becoming effective. The Court
Hearing of UMP's petition to sanction the Scheme is expected to take place on 10
November 2009, as set out in the Scheme Document. The Effective Date of the
Scheme is expected to be 8 January 2010, as set out in the Scheme Document. If
the position changes, a further announcement will be made.
Any capitalised term used but not defined in this announcement shall have the
meaning ascribed to it in the Scheme Document.
Enquiries:
+--------------------------------------+--------------------------------------+
| UMP | Telephone: + 44 (0) 20 7630 7042 |
| Andrew Carnegie | |
| Peter Vanderpump | |
+--------------------------------------+--------------------------------------+
| Jefferies International Limited | Telephone: +44 (0) 20 7029 8000 |
| (Financial Adviser to UMP) | |
| Julian Culhane | |
| Sarah McNicholas | |
+--------------------------------------+--------------------------------------+
| Grant Thornton | Telephone: +44 (0) 20 7383 5100 |
| (Nominated Adviser to UMP) | |
| Fiona Owen | |
| Robert Beenstock | |
+--------------------------------------+--------------------------------------+
Jefferies International Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for UMP and
no one else in connection with the Proposal and other matters referred to in
this announcement and accordingly will not be responsible to anyone other than
UMP for providing the protections afforded to the clients of Jefferies
International Limited nor for providing advice in relation to the Proposal, the
Scheme Document or any other matter referred to in this announcement.
Forward looking statements
This announcement contains statements about UTV and UMP that are or may be
forward looking statements. All statements other than statements of historical
facts included in this announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends", "will", "should",
"may", "anticipates", "estimates", "synergies", "cost savings", "projects",
"strategy", or words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements include statements
relating to the following: (i) the expected timetable for completing the
Proposal, future capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend policy, losses
and future prospects of UTV, UMP or the Merged Group; (ii) business and
management strategies and the expansion and growth of UTV's, UMP's or the Merged
Group's operations and potential synergies resulting from the Proposal; and
(iii) the effects of government regulation on UTV's, UMP's or the Merged Group's
business.
These forward looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of UTV or UMP. These forward looking
statements involve known and unknown risks, uncertainties and other factors
which may cause them to differ from the actual results, performance or
achievements expressed or implied by such forward looking statements. These
forward looking statements are based on numerous assumptions regarding the
present and future business strategies of such persons and the environment in
which each will operate in the future. All subsequent oral or written forward
looking statements attributable to UTV or UMP or any of their respective
members, directors, officers or employees or any persons acting on their behalf
are expressly qualified in their entirety by the cautionary statement above. All
forward looking statements included in this announcement are based on
information available to UTV and UMP on the date hereof. Investors should not
place undue reliance on such forward looking statements, and UTV and UMP
undertake no obligation to publicly update or revise any forward looking
statements.
No statement in this announcement is intended to constitute a profit forecast
for any period.
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 per cent. or more of any class of
"relevant securities" of UTV or of UMP, 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 p.m. (London time) on the Business Day following
the date of the relevant transaction. This requirement will continue until the
date on which the Scheme becomes effective or 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 UTV or UMP, 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 UTV or of UMP by UTV or UMP, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
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 Takeover 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 in this section "Dealing disclosure requirements" are
defined in the City Code, which can also be found on the Takeover 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 Takeover Panel.
Distribution of this announcement and other matters
The distribution of this announcement and the accompanying documents in
jurisdictions other than the United Kingdom may be restricted by law and
therefore persons into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy any securities
pursuant to this announcement or otherwise in any jurisdiction in which such
offer or solicitation is unlawful. This announcement has been prepared in
connection with a proposal in relation to a scheme of arrangement pursuant to,
and for the purpose of, complying with the law of the Isle of Man and the City
Code and information disclosed may not be the same as that which would have been
prepared in accordance with laws of jurisdictions outside the Isle of Man or the
United Kingdom. Nothing in this announcement should be relied upon for any other
purpose.
The statements contained herein are made as at the date of this announcement,
unless some other time is specified in relation to them, and the issue of this
announcement shall not give rise to any implication that there has been no
change in the facts set forth herein since that date.
No person has been authorised to make any representations on behalf of UMP or
UTV concerning the Proposal or the Scheme which are inconsistent with the
statements contained herein and any such representations, if made, may not be
relied upon as having been so authorised.
This announcement does not constitute a prospectus or prospectus equivalent
document.
No person should construe the contents of this announcement as legal, financial
or tax advice and each person who receives this announcement should consult
their own advisers in connection with the matters contained herein.
This announcement is not an offer for sale of securities in the United States.
The New UTV Shares to be issued in connection with the Proposal, have not been,
and will not be, registered under the Securities Act or under any relevant
securities laws of any state or other jurisdiction of the United States, nor
have clearances been, nor will they be, obtained from the securities commission
or similar authority of any province or territory of Canada and no prospectus
has been, or will be, filed with, such commission or authority or any securities
law of any province or territory of Canada nor has a prospectus in relation to
the New UTV Shares been, nor will one be, lodged with, or registered by, the
Australian Securities and Investments Commission, nor have any steps been taken,
nor will any steps be taken, to enable the New UTV Shares to be offered in
compliance with applicable securities laws of Japan. Accordingly, unless an
exemption under relevant securities laws is available, the New UTV Shares may
not be offered, sold, resold or delivered, directly or indirectly, in, into or
from the United States, Canada, Australia or Japan or any other jurisdiction in
which an offer of the New UTV Shares would constitute a violation of relevant
laws or require registration of the New UTV Shares, or to or for the account or
benefit of any person located in the United States, Canada, Australia or Japan.
Unless otherwise determined by UTV and UMP and permitted by applicable law and
regulation, copies of this announcement and any other documents related to the
Proposal or the Scheme are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in or into the United States, Canada, Australia
or Japan. All persons receiving this announcement (including, without
limitation, custodians, nominees and trustees) should observe these restrictions
and any applicable legal or regulatory requirements of their jurisdiction and
must not mail or otherwise forward, send or distribute this announcement in,
into or from the United States, Canada, Australia or Japan.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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