Results of Court Meeting and General Meeting

RNS Number : 5795H

Ideal Shopping Direct PLC

31 May 2011

 



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 such jurisdiction

31 May 2011

RECOMMENDED CASH OFFER FOR THE ACQUISITION OF

IDEAL SHOPPING DIRECT PLC

BY

CUBA BIDCO LIMITED

TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006

RESULTS OF COURT MEETING AND GENERAL MEETING

On 20 April 2011, the board of Cuba Bidco Limited ("Bidco") and Paul Wright, Valerie Kaye and Graham Cole being the independent directors of Ideal Shopping Direct Plc ("ISD") announced that they had reached agreement on the terms of a recommended cash offer by Bidco to acquire the entire issued and to be issued share capital of ISD (the "Proposal"), to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). A shareholder circular containing the terms of the Proposal and the Scheme (the "Scheme Document") was posted to the holders of the ordinary shares of 3 pence each in the capital of ISD (the "Shareholders") on 6 May 2011.  Unless otherwise stated, defined terms in this announcement shall have the meaning given to them in the Scheme Document. 

The Court Meeting and the General Meeting were held today to consider and approve the Scheme.

The Directors are pleased to announce that, at the Court Meeting and the General Meeting held earlier today, all resolutions proposed in relation to the Scheme were approved by the necessary majorities. Details of the resolutions passed are set out in the notices of the Court Meeting and the General Meeting contained in the Scheme Document dated 6 May 2011.

Defined terms used in this announcement have the meanings given to them in the Scheme Document.

Voting results

The voting results in relation to the Court Meeting and the General Meeting are summarised below:

Court Meeting

At the Court Meeting, a majority in number of the Independent Scheme Shareholders who voted (either in person or by proxy), representing over 75% by value of those Independent Scheme Shares, voted in favour of the resolution to approve the Scheme. The resolution to approve the Scheme was conducted by way of a poll and the results were as follows:

	Number of Independent Scheme Shares voted	Percentage of Independent Scheme Shares voted (%)	Number of Independent Scheme Shareholders who voted	Percentage of Independent Scheme shareholders who voted (%)
For	26,761,563	99.89	58	89.23
Against	29,389	0.11	7	10.77

Accordingly, the resolution proposed at the Court Meeting was duly passed.

General Meeting

At the General Meeting, the Special Resolution to approve the Scheme, implement the Scheme, amend the Company's articles of association and (subject to the Scheme becoming effective) cancel the Company's admission to trading on AIM and re-register it as a private company, was passed on a show of hands. Proxies received in respect of the Special Resolution were as follows:

	Number of ISD Shares voted	Percentage of ISD Shares voted (%)
For	27,374,728	99.99
Against	1,935	0.01
Vote withheld	0	0

At the General Meeting, the Ordinary Resolution to approve the Management Proposals was taken on a poll and the results were as follows:

	Number of Independent ISD Shares voted	Percentage of Independent ISD Shares voted (%)
For	26,762,961	99.99
Against	1,935	0.01
Vote withheld	0	0

A vote 'withheld' is not a vote in law and accordingly is not counted in the calculation of the proportion of votes for and against the Special Resolution and the Ordinary Resolution. Accordingly, the Special Resolution and the Ordinary Resolution proposed at the General Meeting were duly passed.

A copy of the Special Resolution and the Ordinary Resolution passed at the General Meeting, together with a copy of the Company's amended articles of association, will be made available on ISD's website at www.idealshoppingdirect.co.uk/investor-information/regulatory-news.asp on or around 31 May 2011.

Next steps

Completion remains subject to the satisfaction or, if permitted, waiver of the remaining Conditions of the Scheme set out in the Scheme Document, including the Court sanctioning the Scheme and confirming the Capital Reduction at the Court Hearing which is expected to take place on 21 June 2011.

Subject to the satisfaction or waiver of the Conditions to the Scheme, the anticipated timetable of the remaining principal events in connection with the Scheme is set out below and reproduced in the Scheme Document.

Event	Date
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, ISD Shares	20 June 2011
Scheme Record Time	6.00 p.m. on 20 June 2011
Suspension of trading in ISD Shares	7.30 a.m. on 21 June 2011
Court Hearing to sanction the Scheme and confirm the Capital Reduction	21 June 2011
Scheme Effective Date	22 June 2011
Cancellation of admission of the ISD Shares to trading on AIM	7.00 a.m. on 23 June 2011
Latest date for dispatch of consideration due under the Scheme	6 July 2011

If any of these expected dates change, ISD will, unless the Panel otherwise directs, give reasonable notice of the change by issuing an announcement through a Regulatory Information Service.

In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on the following website: www.idealshoppingdirect.co.uk. 

Enquiries

For further information please contact:

Bidco John Hartz Tim Smallbone	Tel:  [phone]
DC Advisory Partners Limited (financial adviser to Bidco) Henry Wells Richard Pulford	Tel:  [phone]
ISD Paul Wright Valerie Kaye Graham Cole	Tel:  +44  (0)1733 316203
NM Rothschild & Sons Limited (financial adviser to ISD) Andrew Thomas Bod Buckby	Tel: [phone]
Fairfax I.S. PLC (nominated advisor and broker to ISD) Simon Bennett Ewan Leggat Laura Littley	Tel: [phone]

DC Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Bidco and no one else in connection with the Proposal and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of DC Advisory Partners Limited nor for providing advice in relation to the Proposal, the Scheme, or any transaction or arrangement referred to in this announcement.

NM Rothschild & Sons Limited "Rothschild"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ISD and no one else in connection with the Proposal and will not be responsible to anyone other than ISD for providing the protections afforded to customers of Rothschild nor for providing advice in relation to the Proposal, the Scheme or any transaction or arrangement referred to in this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer to sell or an invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposal or otherwise.  The Proposal has been made solely through the Scheme Document, which contains the full terms and conditions of the Proposal.  Any response to the Proposal should be made only on the basis of the information in the Scheme Document. 

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 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 England.

Unless otherwise determined by Bidco, copies of this announcement and any other documentation relating to the Proposal (including, without limitation, the Scheme Document and the Forms of Proxy) are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Scheme Document and/or the Forms of Proxy (if applicable) and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. Neither the SEC nor any US state securities commission has approved or disapproved the Proposal or passed upon the adequacy or completeness of this announcement or any other documentation relating to the Proposal (including, without limitation, the Scheme Document and the Forms of Proxy). Any representation to the contrary is a criminal offence.

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 p.m. (London time) on the 10^th 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 [phone].

Publication on website

A copy of this announcement will be made available on ISD's website at www.idealshoppingdirect.co.uk/investor-information/regulatory-news.asp on or around 31 May 2011.

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

 

END

 

 

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