Results of Court Meeting and General Meeting

RNS Number : 4952O
Northumbrian Water Group PLC
19 September 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

 

 

 

For Immediate Release

 

19 September 2011

 

 

Recommended cash offer for Northumbrian Water Group Plc ("Northumbrian")

 

Results of Court Meeting and General Meeting

 

Northumbrian Water Group plc ("Northumbrian") is pleased to announce that, at the Court Meeting held earlier today, the scheme of arrangement in relation to the proposed acquisition by UK Water (2011) Limited ("UK Water") (a company indirectly wholly owned by a consortium comprising Cheung Kong Infrastructure Holdings Limited, Cheung Kong (Holdings) Limited and Li Ka Shing Foundation Limited) (the "Scheme") between Northumbrian and Scheme Shareholders was approved by the requisite majority. Subsequently, at the General Meeting, the Special Resolution to approve the Scheme was passed by the requisite majority of the Northumbrian Shareholders.

 

Any capitalised term used but not defined in this announcement is as defined in the Scheme Document dated 26 August 2011.

 

Court Meeting

 

At the Court Meeting, a majority in number of the Scheme Shareholders who voted (either in person or by proxy), representing 52.95 per cent. in value of the Scheme Shares, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast were as follows:

 


Number of
Scheme
Shares voted

Percentage of
Scheme
Shares voted

Number of
Scheme Shareholders
who voted

Percentage of
voting Scheme
Shareholders

Number of
Scheme
Shares voted
as a
percentage of
the total
number of
Scheme Shares

FOR

273,838,603

99.72%

1650

82.67%

52.80%

AGAINST

782,531

0.28%

346

17.33%

0.15%

Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.

 

General Meeting

 

At the General Meeting the Special Resolution was passed by the requisite majority on a show of hands. The full text of the Special Resolution is contained in the Notice of General Meeting set out in the Scheme Document, which is available on Northumbrian's website at www.nwg.co.uk. In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the Special Resolution passed at the General Meeting has been submitted to the National Storage Mechanism.

 

The proxy voting results for the Special Resolution were as follows:

 


Number of voting
Northumbrian Shares

Percentage of voting
Northumbrian Shares

FOR (including at Chairman's discretion)

272,142,977

99.71%

AGAINST

801,746

0.29%

WITHHELD

939,334

N/A

Total votes cast

272,944,723

100%

Votes withheld do not count in the total of votes cast.

Issued share capital: 518,623,845 ordinary shares of 10 pence each.

 

Next Steps

 

The date of the hearing to sanction the Scheme is expected to be 11 October 2011 and the hearing to confirm the Capital Reduction is expected to be 13 October 2011. If the Court sanctions the Scheme and confirms the Capital Reduction, it is expected that the Scheme will become effective on 13 October 2011 and the cancellation of admission to trading of Northumbrian Shares on the London Stock Exchange will take place by no later than 8:00 a.m. on 14 October 2011.

 

If the Court sanctions the Scheme, as soon as practicable after the Scheme become effective and in any event not later than 14 days after that date, that is 28 October 2011, UK Water shall despatch cheques to all shareholders for the consideration due to them under the Scheme, except to those shareholders who hold their shares in uncertificated form at 6 pm on 12 October 2011, who will be paid through the CREST system (unless otherwise determined by UK Water).

 

The dates stated above are indicative only and will depend, among other things, on the dates on which the Court sanctions the Scheme and confirms the Capital Reduction, and the date on which the Conditions set out in Part 3 of the Scheme Document are satisfied or (if capable of waiver) waived.

 

Enquiries

Deutsche Bank                                                                                  + 44 (0)20 7545 8000

(Financial adviser and corporate broker to Northumbrian)

Alan Brown

Omar Faruqui

Martyn Nicholas

Martin Pengelley (Corporate Broking)

Pelham Bell Pottinger                                                                      +44 (0)20 7861 3112

(PR adviser to Northumbrian)

James Henderson

Archie Berens

 

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the FSA.  Details about the extent of Deutsche Bank AG's authorisation and regulation by the FSA are available on request.  Deutsche Bank AG, London Branch is acting as financial adviser to Northumbrian and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Northumbrian for providing the protections afforded to clients of Deutsche Bank AG, London Branch, nor for providing advice in relation to any matter referred to herein.

 

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal and regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the City 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 United Kingdom.

 

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


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