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Maxima Holdings PLC (MXM)

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Wednesday 17 October, 2012

Maxima Holdings PLC

Offer Update: Results of Shareholder Court Meeting

RNS Number : 9134O
Maxima Holdings PLC
17 October 2012
 



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

 

 

17 October 2012

 

Maxima Holdings plc

("Maxima")

 

Offer Update: Results of Shareholder Court Meeting and General Meeting ("Meetings")

 

Further to the announcement made by Redstone plc ("Redstone") on 17 September 2012 regarding the recommended acquisition of Maxima by Redstone, to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 ("the Scheme"), the directors of Maxima are pleased to announce that the Meetings held earlier today in order to approve the Scheme and related matters have both concluded successfully and all resolutions proposed at such Meetings were duly passed. This follows on from the announcement made by Redstone earlier todaythat the Redstone General Meeting held to approve, amongst other things, the Placing, had also been concluded successfully and that all resolutions proposed at that meeting were duly passed.

 

At the Shareholder Court Meeting, a majority in number of Scheme Shareholders who voted, either in person or by proxy, representing over 75 per cent. in value of all Scheme Shares voted by those Scheme Shareholders, voted in favour of the Scheme and accordingly the resolution was duly passed. The voting of those Scheme Shareholders who cast votes either in person or by proxy at the Shareholder Court Meeting was as follows:

 


Total Votes

 

Votes for the Scheme

Votes against the Scheme

No. of Scheme Shareholders

No. of Scheme Shares represented

No. of Scheme Shareholders

(and %)

No. of Scheme Shares represented (and %)

 

No. of Scheme Shareholders

(and %)

No. of Scheme Shares represented (and %)

Totals in person and by proxy

53

21,857,148

49

(92.45%)

21,851,928

(99.98%)

4

(7.55%)

5,220

(0.02%)

 

At the General Meeting, the special resolution proposed to approve the Scheme, the associated reduction of Maxima's share capital ("Reduction of Capital") and subsequent increase in capital and certain other matters in connection with the Scheme (including certain amendments to the Maxima's articles of association) was duly passed on a show of hands.

 

Next steps

 

In order to become effective in accordance with its terms, the Court must now sanction the Scheme and confirm the Reduction of Capital at the Court Hearing. The Court Hearing is scheduled to take place on 6 November 2012.

 

It is expected that the last day of dealings in Maxima Shares will be 5 November 2012. Following the sanction of the Scheme and confirmation of the Reduction of Capital by the Court it is expected that the cancellation of trading on AIM in Maxima will take place at 7.00 am on 12 November, being the business day immediately following the anticipated Effective Date of the Scheme.

 

If any of these expected dates change, Maxima will, unless the Panel on Takeovers and Mergers otherwise consents, give notice of the change by issuing a further announcement through a Regulatory Information Service. An expected timetable of principal events is set out below:

 

Scheme Record Time

6.00 p.m. on 8 November 2012

 

Last day of dealings in, and for registration of transfers of, Scheme Shares

5 November 2012

 

Dealings in Maxima Shares suspended

7.00 a.m. 6 November 2012

 

Scheme Court Hearing

 

Reduction Court Hearing

6 November 2012

 

9 November 2012

 

Effective Date of the Scheme

9 November 2012

 

Cancellation of Maxima Shares to trading on AIM

 

7.00 a.m. on 12 November 2012

 

Admission of New Redstone Shares to trading on AIM

Latest date for despatch of cheques and certificates and settlement through CREST

8.00 a.m. on 12 November 2012

 

By 23 November 2012

 

Cancellation of trading in Maxima Shares on AIM

 

Maxima will apply to the London Stock Exchange for the admission to trading of Maxima Shares on AIM to be:

 

·      suspended with effect from 7.00 a.m. on the date of the Scheme Court Hearing; and

·      cancelled with effect from 7.00 a.m. on the Business Day immediately following the Effective Date.

 

General

 

Capitalised terms used in this announcement but not defined have the meanings given to them in the Scheme Document published by Maxima on 24 September 2012 (the "Scheme Document").

 

Copies of the resolutions passed at the Meetings, the Company's amended articles of association and the Scheme Document are available for inspection at the offices of the Company at Suite 201, Central Point, 45 Beech Street, London EC2Y 8AD during usual business hours on any weekday (Saturday, Sundays and public holidays excepted) and will be published on the Company's website: www.maxima.co.uk.

 

 

Contacts

 

Enquiries:

For further information, please contact:

 

Redstone plc

Tony Weaver, CEO / Peter Hallett, CFO                                         Tel. +44 (0)845 201 000

 

finnCap   

(financial adviser to Redstone)                                                  Tel. +44 (0)20 7220 0500

Marc Young / Charlotte Stranner

 

Newgate Threadneedle    

(public relations adviser to Redstone)                                       Tel. +44 (0)20 7653 9850

Josh Royston / Guy McDougall

 

Maxima Holdings plc

Michael Brooke - Senior Non Executive Director                           Tel: +44 (0)1242 211 211

David Memory - Chief Financial Officer                              

 

Oakley Capital Limited

(financial adviser to Maxima)

Chris Godsmark / Chris Brooks                                                   Tel: +44 (0)20 7766 6900

 

Cenkos

(Nominated adviser to Maxima)

Stephen Keys / Adrian Hargrave                                                  Tel: +44 (0)20 7397 8900

 

MHP Communications

(public relations adviser to Maxima)

Reg Hoare / Vicky Watkins                                                         Tel: +44 (0)20 3128 8100

 

Maxima Shareholders are advised to read the formal documentation received by them in relation to the Offer carefully as it contains important information.

 

Whether or not certain Maxima Shares were voted at the Shareholder Court Meeting or the General Meeting, if the Scheme becomes effective those Maxima Shares will be cancelled pursuant to the Scheme in return for 28 New Redstone Shares for every one Maxima Share.

 

Oakley Capital is acting for Maxima and no one else in connection with the Scheme and will not regard any other person as its client nor be responsible to anyone other than those persons for providing the protections afforded to clients of Oakley Capital nor for providing advice in relation to the Scheme, the contents of this Announcement or any other matters referred to in this Announcement. Oakley Capital is authorised and regulated by the Financial Services Authority in respect of regulated activities.

 

Cenkos Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for Maxima and no one else in connection with the Scheme and will not be responsible to anyone other than Maxima for providing the protections afforded to clients of Cenkos Limited or for providing advice in relation to the Scheme, the contents of this Announcement or any other matters referred to in this Announcement.

 

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for Redstone and no one else in connection with the Scheme and will not be responsible to anyone other than Redstone for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Scheme, the contents of this Announcement or any other matters referred to in this Announcement.

 

This Announcement has been prepared for the purposes of complying with English law and the 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 and regulations of any jurisdiction outside of England.

 

This announcement is not intended to, and does not, constitute or form part of an offer or invitation to sell or subscribe for or acquire or exchange securities in Redstone or Maxima or a solicitation of any vote or approval in any jurisdiction pursuant to the Merger or otherwise.  The full terms and conditions of the Scheme are set out in the Scheme Document.  This announcement does not constitute a prospectus or a prospectus equivalent document.  The release, publication or distribution of this announcement in jurisdictions other than the UK and the implications of the Scheme for Maxima Shareholders outside the UK may be affected by the laws of the relevant jurisdictions.  Maxima Shareholders outside the UK should inform themselves about and observe any applicable requirements.  It is the responsibility of each Maxima Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required to be observed and the payment of any issue, transfer or other taxes in such jurisdictions.  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 UK.

The New Redstone Shares have not been, nor will they be, registered under the Securities Act or under the securities laws of any jurisdiction of the United States and will not be listed on any stock exchange in the United States.  Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the New Redstone Shares, or determined if this announcement is accurate or complete.  Any representation to the contrary is a criminal offence under US law.  Further, the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance and the New Redstone Shares have not been, and nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan.  Accordingly, the New Redstone Shares may not (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction, or to, or for the account or benefit of, a person located in the United States, Canada, Australia or Japan.

 

Cautionary note on forward looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Redstone and Maxima and certain plans and objectives of the Redstone Directors and the Maxima Directors with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions, and assessments made by the Redstone Directors and the Maxima Directors in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe appropriate. By their nature, forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although the Redstone Directors and the Maxima Directors believe that the expectations reflected in such forward-looking statements are reasonable, neither Redstone nor Maxima can give any assurance that such expectations will prove to have been correct and assume no obligation to update or correct the information contained in this announcement (except to the extent legally required) and Redstone and Maxima therefore caution you not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.

 

Disclosure requirements required under the Takeover Code (the "Code")

 

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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. 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 +44 (0)20 7638 0129.

 

Rule 2.10 Disclosure

 

In accordance with Rule 2.10 of the Code, Maxima confirms that at the date of this Announcement, there are 35,261,402 Maxima Shares in issue and admitted to trading on AIM. The ISIN of the Maxima Shares is GB00B034R743.

 

In accordance with Rule 2.10 of the Code, Redstone confirms that at the date of this Announcement, there are 3,102,419,622 Redstone Shares in issue and admitted to trading on AIM. The ISIN of the Redstone Shares is GB00B1VGFJ71.

 

 

Publication on websites

 

In accordance with Rule 19.11 of the Code, a copy of this announcement will be published, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Maxima's website at www.maxima.co.uk. For the avoidance of doubt, the contents of this website is not incorporated into and does not form part of this announcement.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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