Guinness Peat Group PLC
13 November 2002
Recommended Merger of Guinness Peat Group plc ('GPG') and Brunel Holdings plc
('Brunel')
Demerger of the Legg Group from Brunel into a newly incorporated company,
Dickinson Legg Group plc ('DLG')
Results of the Shareholder Meetings
The Boards of GPG and Brunel are pleased to announce that, at the Court Meeting,
the subsequent GPG EGM and the Brunel EGM, all held earlier today, all of the
resolutions put to shareholders in relation to the Merger were duly passed.
The Board of GPG is pleased to announce that of the votes cast at the Court
Meeting and the GPG EGM, over 99 per cent. were cast in favour of the
resolutions proposed at each meeting. The directors would like to thank the GPG
Shareholders for their overwhelming support of the Merger.
The directors of Brunel are further pleased to announce that, at the Brunel EGM,
all of the resolutions put to Brunel Shareholders in relation to the demerger of
the Legg Group from Brunel into DLG were duly approved.
Brunel also held its AGM today at which all the resolutions were duly approved
by Brunel Shareholders.
The implementation of the Merger remains subject to, inter alia, the sanction of
the Scheme by the High Court of Justice in England and Wales at a hearing
expected to be held on 9 December 2002. Subject to the sanction of the Court,
the Scheme is expected to become effective on 13 December 2002
A further announcement will be made following the Court hearing in respect of
the Scheme.
It is expected that the new Brunel shares to be issued in connection with the
Merger will be admitted to the Official List and that trading of the New Brunel
Shares on the London Stock Exchange, and trading of all of the Brunel Shares on
the Australian Stock Exchange and the New Zealand Stock Exchange, will commence
on 16 December 2002. It is also expected that DLG Shares will be admitted to
trading on AIM on the same day.
Terms in this announcement should be read in conjunction with, and have the same
meaning as in, the announcement released by Brunel and GPG on 16 October 2002.
For further information contact:
Guinness Peat Group plc Blake Nixon 020 7484 3370
Brunel Holdings plc Barry Stevenson 01249 656 263
Robert W. Baird Limited Shaun Dobson or David Silver 020 7488 1212
(financial adviser and sponsor to Brunel)
Deloitte & Touche Corporate Finance (financial adviser to GPG) Robin Binks 020 7936 3000
The directors of Brunel accept responsibility for the information contained in
this announcement other than information relating to the GPG Group, the
directors of GPG, their immediate families and persons connected with the
directors of GPG. To the best of the knowledge and belief of the directors of
Brunel (who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
The directors of GPG accept responsibility for the information contained in this
announcement other than the information relating to the Brunel Group, the
directors of Brunel and their immediate families, related trusts and controlled
companies. To the best of the knowledge and belief of the directors of GPG (who
have taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
This announcement has been approved by Baird solely for the purposes of Section
21 of the Financial Services and Markets Act 2000. It does not constitute an
offer or invitation to purchase any securities.
Baird, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Brunel and DLG in relation to the Merger
and Demerger. Baird will not be responsible to anyone other than Brunel or DLG
for providing the protections afforded to customers of Baird nor for providing
advice in relation to the Brunel Reorganisation.
Deloitte & Touche Corporate Finance is acting for GPG in connection with the
Merger and no-one else and will not be responsible to anyone other than GPG for
providing the protections offered to clients of Deloitte & Touche Corporate
Finance nor for providing advice in relation to the Merger. Deloitte & Touche
Corporate Finance is a division of Deloitte & Touche which is authorised by the
Financial Services Authority in respect of regulated activities.
13 November 2002
This information is provided by RNS
The company news service from the London Stock Exchange
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