Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 23, 2021, GW Pharmaceuticals plc (the “Company”) held a meeting of shareholders convened with the permission of the High Court of Justice of England and Wales (the “Court” and, such meeting, the “Court Meeting”) and a general meeting of shareholders (the “General Meeting” and, together with the Court Meeting, the “Shareholder Meetings”), in each case in connection with the previously announced transaction whereby Jazz Pharmaceuticals UK Holdings Limited, a private limited company incorporated in England and Wales and an indirect wholly owned subsidiary of Jazz Pharmaceuticals Public Limited Company, a public limited company incorporated in the Republic of Ireland, will acquire the entire issued and to be issued share capital of the Company (the “Transaction”) pursuant to a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “Scheme of Arrangement”). The Company filed its Definitive Proxy Statement for the proposals voted on at the Shareholder Meetings with the Securities and Exchange Commission on March 15, 2021, as supplemented on April 14, 2021 (the “Proxy Statement”).
As of 6:00 p.m. (London time) on April 21, 2021, the voting record time for the Shareholder Meetings, the Company’s issued share capital consisted of 378,535,952 ordinary shares carrying one vote each. 239,078,361 ordinary shares of the Company were voted by shareholders present in person (including remotely via virtual meeting platform) or by proxy at the Court Meeting. 238,920,196 ordinary shares of the Company were voted by shareholders present in person (including remotely via virtual meeting platform) or by proxy on the special resolution at the General Meeting, and 238,350,664 ordinary shares of the Company were voted by shareholders present in person (including remotely via virtual meeting platform) or by proxy on the ordinary resolution at the General Meeting. All votes at both the Court Meeting and the General Meeting were conducted on a poll.
The final results of voting on each of the items submitted to a vote of the Company’s shareholders at the Court Meeting and the General Meeting are set forth below.
The consummation of the Transaction remains subject to closing conditions, including the sanction of the Scheme of Arrangement by the Court.
Court Meeting
Proposal 1: To approve (with or without modification) the Scheme of Arrangement between the Company and the holders of the Scheme Shares (as defined in the Scheme of Arrangement).
The Company’s shareholders approved the proposal with the following results:
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FOR
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% OF SCHEME
SHARES FOR
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AGAINST
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% OF SCHEME
SHARES AGAINST
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238,677,167
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99.83
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401,194
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0.17
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Of the 251 record shareholders voting on the proposal, 243 record shareholders or 96.81% of those voting voted in favor of the proposal and 8 record shareholders or 3.19% of those voting voted against the proposal.
General Meeting
Special Resolution: To authorize (i) the Board of Directors of the Company to take all action necessary or appropriate for carrying the Scheme of Arrangement into effect and (ii) making certain amendments to the articles of association of the Company in order to facilitate the Transaction.
The Company’s shareholders approved the special resolution with the following results:
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FOR
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% FOR
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AGAINST
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% AGAINST
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WITHHELD
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238,570,587
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99.85
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349,609
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0.15
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250,353
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Ordinary Resolution: To approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Transaction and the agreements or understandings pursuant to which such compensation may be paid or become payable.