TIDMBOK
RNS Number : 2751G
Booker Group PLC
28 February 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
28 February 2018
Booker Group plc
("Booker" or the "Company")
Results of Court Meeting and Booker General Meeting
Booker is pleased to announce that at the Court Meeting and
Booker General Meeting held today to consider the share and cash
merger of Booker and Tesco PLC ("Tesco") (the "Merger") by means of
a Court approved scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"), all resolutions were duly
passed.
At the Court Meeting, the requisite majority of the Booker
Scheme Shareholders, who together represented over 75% by value of
votes cast, voted to approve the Scheme.
At the Booker General Meeting, the requisite majority of the
Booker Shareholders, who together represented over 75% by value of
votes cast, voted to pass the Special Resolution to approve the
implementation of the Scheme and to amend the Booker Articles.
Details of the resolutions passed are set out in the notices of
the Court Meeting and Booker General Meeting contained in Parts X
and XI (respectively) of the scheme document published on 5
February 2018 (the "Scheme Document").
The total number of Booker Shares in issue as at the Scheme
Voting Record Time was 1,793,599,262 carrying one vote each. As at
the Scheme Voting Record Time, Booker held no ordinary shares as
treasury shares. Therefore, the total voting rights in Booker as at
the Scheme Voting Record Time were 1,793,599,262. The detailed
voting results in relation to the Court Meeting and the Booker
General Meeting are summarised below.
Voting results of the Court Meeting
The results of the poll conducted at the Court Meeting held on
28 February 2018 are set out in the table below. Each Booker Scheme
Shareholder, present in person or by proxy, was entitled to one
vote per Booker Scheme Share held at the Scheme Voting Record
Time:
Results Number % of Total Number % of Total Number
of Court of Booker Booker of Booker Booker of Booker
Meeting Scheme Scheme Scheme Scheme Scheme
Shares Shares Shareholders Shareholders Shares
voted voted who voted who voted voted
as a %
of the
issued
ordinary
share
capital
----------- -------------- ----------- -------------- -------------- -----------
FOR 870,660,841 83.57 407 70.78 48.54
----------- -------------- ----------- -------------- -------------- -----------
AGAINST 171,162,508 16.43 168 29.22 9.54
----------- -------------- ----------- -------------- -------------- -----------
TOTAL 1,041,823,349 100 575 100 58.09
----------- -------------- ----------- -------------- -------------- -----------
Voting results of the Booker General Meeting
The results of the poll conducted at the Booker General Meeting
held on 28 February 2018 are set out in the table below. Each
Booker Scheme Shareholder, present in person or by proxy, was
entitled to one vote per Booker Scheme Share held at the Scheme
Voting Record Time:
Special Resolution No. of Booker No. of Booker % of votes
Shareholders Shares voted cast
voting
-------------------- -------------- -------------- -----------
FOR* 382 861,553,329 48.03
-------------------- -------------- -------------- -----------
AGAINST 160 171,401,516 9.56
-------------------- -------------- -------------- -----------
WITHHELD** 6 192,684 0.01
-------------------- -------------- -------------- -----------
*Includes discretionary votes
**A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' and 'Against' the
Special Resolution.
Timetable and Effective Date
Completion of the Merger remains subject to the satisfaction or
waiver of the remaining Conditions set out in the Scheme Document,
including the Court sanctioning the Scheme at the Court hearing
which is expected to take place on 2 March 2018. Subject to the
satisfaction or waiver of the remaining Conditions, the Scheme is
expected to become effective on 5 March 2018.
A copy of the resolutions passed at the Court Meeting and Booker
General Meeting has been submitted to the FCA and will shortly be
available for inspection on the National Storage Mechanism at
www.morningstar.co.uk/uk/NSM
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be available on the website of Booker at
www.bookergroup.com/investor-centre by no later than 12 noon
(London time) on the Business Day following this announcement.
Terms used but not defined in this announcement have the meaning
given to them in the Scheme Document.
S
Enquiries:
J.P. Morgan Cazenove (financial adviser and corporate broker to
Booker)
+44 (0) 207 742 6000
Toby Radford / Behzad Arbabzadah
Dwayne Lysaght / Adam Laursen
Investec (corporate broker to Booker)
+44 (0) 207 597 4000
Keith Anderson/Henry Reast
Tulchan Communications (public relations adviser to Booker Group
plc)
+44 (0) 207 353 4200
Susanna Voyle / Jess Reid
Clifford Chance LLP are retained as legal advisers for
Booker.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell,
otherwise dispose of or issue, or any solicitation of any offer to
sell, otherwise dispose of, issue, purchase, otherwise acquire or
subscribe for, any security in any jurisdiction pursuant to the
Merger.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and should observe, any
applicable requirements. Any failure to comply with these
requirements may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Merger
disclaim any responsibility or liability for the violation of such
requirements by any person.
Unless otherwise determined by Tesco or required by the Takeover
Code, and permitted by applicable law and regulation, the Merger
will not be made available, directly or indirectly, in, into or
from a jurisdiction where to do so would violate the laws in that
jurisdiction, and no person may vote in favour of the Merger by any
such use, means, instrumentality or form within any jurisdiction if
to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this document and all
documents relating to the Merger are not being, and must not be,
directly or indirectly, posted or otherwise forwarded, distributed
or sent in, into or from a jurisdiction where to do so would
violate the laws in that jurisdiction, and persons receiving this
document and all documents relating to the Merger (including
custodians, nominees and trustees) must not post or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction. Any person
(including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual
or legal obligation to, forward this document and/or any other
related document to any jurisdiction outside the UK should inform
themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction.
The availability of the New Tesco Shares under the Merger to
Booker Shareholders who are not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they
are resident (including affecting the ability of such Booker
Shareholders to vote their Booker Shares with respect to the Scheme
and the Merger at the Booker Shareholder Meetings, or to execute
and deliver Forms of Proxy appointing another to vote at the Booker
Shareholder Meetings on their behalf). Persons who are not resident
in the United Kingdom or who are subject to the laws and/or
regulations of another jurisdiction should inform themselves of,
and should observe, any applicable requirements.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Notice to United States Booker Shareholders
The Merger relates to shares of a UK company and is proposed to
be effected by means of a scheme of arrangement under the laws of
England and Wales. A transaction effected by means of a scheme of
arrangement is not subject to proxy solicitation or tender offer
rules under the US Exchange Act. Accordingly, the Scheme is subject
to the disclosure requirements, rules and practices applicable in
the United Kingdom to schemes of arrangement, which differ from the
requirements of US proxy solicitation or tender offer rules.
However, if Tesco were to elect to implement the Merger by means of
a Takeover Offer, such Takeover Offer will be made in compliance
with all applicable laws and regulations, including Section 14(e)
of the US Exchange Act and Regulation 14E thereunder. Such a
Takeover Offer would be made in the United States by Tesco and no
one else. In addition to any such Takeover Offer, Tesco, certain
affiliated companies and the nominees or brokers (acting as agents)
may make certain purchases of, or arrangements to purchase, shares
in Booker outside such Takeover Offer during the period in which
such Takeover Offer would remain open for acceptance. If such
purchases or arrangements to purchase were to be made, they would
be made outside the United States and would comply with applicable
law, including the US Exchange Act. Any information about such
purchases will be disclosed as required in the UK, will be reported
to a Regulatory Information Service of the UK Listing Authority and
will be available on the London Stock Exchange website:
http://www.londonstockexchange.com.
The financial information included in this announcement has been
prepared in accordance with IFRS and thus may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
The New Tesco Shares have not been, and nor will they be,
registered under the US Securities Act or under the securities laws
of any state or other jurisdiction of the United States.
Accordingly, the New Tesco Shares may not be offered, sold, resold,
delivered, distributed or otherwise transferred, directly or
indirectly, in or into the United States absent registration under
the US Securities Act or an exemption therefrom. The New Tesco
Shares are expected to be issued in reliance upon the exemption
from the registration requirements of the US Securities Act
provided by Section 3(a)(10) thereof. Booker Shareholders who will
be affiliates of Tesco after the Effective Date will be subject to
certain US transfer restrictions relating to the New Tesco Shares
received pursuant to the Scheme. Whether a person is an affiliate
of a company for such purposes depends upon the circumstances, but
affiliates of a company can include certain officers and directors
and significant shareholders. Booker Shareholders who believe that
they may be affiliates for the purposes of the US Securities Act
should consult their own legal advisers prior to any resale of New
Tesco Shares received under the Scheme.
For the purposes of qualifying for the exemption from the
registration requirements of the US Securities Act afforded by
Section 3(a)(10), Booker will advise the Court that its sanctioning
of the Scheme will be relied upon by Tesco as an approval of the
Scheme following a hearing on its fairness to Booker
Shareholders.
It may be difficult for US Booker Shareholders to enforce their
rights and claims arising out of the US federal securities laws,
since Tesco and Booker are located in countries other than the
United States, and some or all of their officers and directors may
be residents of countries other than the United States. US Booker
Shareholders may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgment.
None of the securities referred to in this announcement has been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this announcement. Any representation to the contrary
is a criminal offence in the United States.
Rounding
Certain figures included in this announcement may have been
subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures
that precede them.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
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 securities exchange 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 securities exchange 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 10th
Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover 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 securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange
offeror(s), 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
securities exchange 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 of
the Takeover Code). 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 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Booker's website at
www.bookergroup.com/investor-centre by no later than 12 noon
(London time) on the Business Day following this announcement. For
the avoidance of doubt, the contents of those websites are not
incorporated into and do not form part of this announcement.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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