ECAS European Cap

 

TIDMECAS 
 
RNS Number : 1676P 
European Capital Limited 
19 March 2009 
 

 
 
First Floor, Dorey Court 
 Admiral Park 
 St. Peter Port, Guernsey GY1 6HJ 
 
 
 
 
 
 
 
 
FOR IMMEDIATE RELEASE 
19 March 2009 
 
 
 
 
PROPOSED ACQUISITION BY AMERICAN CAPITAL - 
RESULTS OF COURT MEETING AND 
EXTRAORDINARY GENERAL MEETING 
 
 
On 10 November 2008, American Capital, Ltd. ("ACAS") and the Independent 
Directors of European Capital Limited ("European Capital") announced that they 
had reached agreement on the terms of an all-share offer to be made by ACAS for 
the entire issued and to be issued share capital of European Capital not already 
owned by ACAS (the "Acquisition"). It is intended that the Acquisition will be 
implemented by way of a court approved scheme of arrangement under Part VIII of 
the Companies (Guernsey) Law, 2008 (as amended) (the "Scheme"). 
On 12 January 2009, European Capital announced the posting to its shareholders 
of the scheme document in relation to the Acquisition (the "Scheme Document") 
which contained, amongst other things, notices convening the shareholders' Court 
Meeting and Extraordinary General Meeting to approve the Scheme (the 
"Shareholder Meetings"). 
European Capital is pleased to announce that, at the Court Meeting held today, a 
majority in number of Scheme Shareholders (as defined in the Scheme Document) 
who voted (either in person or by proxy), representing not less than 75% in 
value of the votes cast, voted in favour of the resolution to approve the 
Scheme. The resolution was accordingly passed. At the Extraordinary General 
Meeting held today, the resolution to approve the Scheme and provide for its 
implementation was also passed by a majority of European Capital Shareholders 
(as defined in the Scheme Document) representing over 75% of the total voting 
rights exercised by European Capital Shareholders voting. 
The votes cast for each resolution were as follows: 
COURT MEETING 
Resolution to approve the Scheme 
Number of Scheme Shareholders voting: For: 16 (76.2%) Against: 5 (23.8%) 
Number of votes: For: 13,520,946 (88.3% of the votes cast representing 39.2% of 
the total number of Scheme Shares (as defined in the Scheme Document)) Against: 
1,791,716 (11.7% of the votes cast representing 5.2% of the total number of 
Scheme Shares (as defined in the Scheme Document)) 
 
 EXTRAORDINARY GENERAL 
MEETING 
Special resolution to approve the Scheme and provide for its implementation 
Number of votes:   For: 85,903,827 (98.05%)  Against: 1,704,716 (1.95%) 
Withheld: 0 (0%) 
Completion of the Acquisition remains subject to the satisfaction or, if 
permitted, waiver of the conditions to the Acquisition set out in the Scheme 
Document including, inter alia, the sanction of the Scheme by the Royal Court of 
Guernsey. European Capital's application to the Royal Court of Guernsey to 
sanction the Scheme is expected to be heard on 26 March 2009 at 9.30 a.m., as 
set out in the supplementary circular posted to shareholders on 9 March 2009. 
The Scheme is expected to become effective on 26 March 2009, as set out in the 
supplementary circular. If this position changes, a further announcement will be 
made. 
Copies of the resolutions passed at the Court Meeting and at the Extraordinary 
General Meeting will shortly be submitted to the Financial Services Authority 
(the "FSA") and will be available for inspection at the FSA Document Viewing 
Facility, which is situated at the FSA (The Financial Services Authority, 25 The 
North Colonnade, Canary Wharf, London E14 5HS; Tel: 020 7066 1000). 
Enquiries: 
ACASTel: +1 (301) 951 6122 
Thomas McHale 
Justin Cressall 
 
 
Citigroup Global Markets Limited (Financial adviser to ACAS) 
London 
 Tel: +44 (0) 20 7986 4000 
Ian Hart 
Jolyon Luke 
 
 
New York 
   Tel: +1 (212) 816 9807 
Tim Devine 
 
 
Lexicon Partners Limited (Financial adviser to European Capital)   Tel: +44 (0) 
20 7653 6000 
Charles Outhwaite 
Lucy Garrett 
 
 
 
 
IMPORTANT DISCLOSURES 
This announcement is not intended to, and does not, constitute or form any part 
of an offer or invitation to sell or purchase any securities or the solicitation 
of an offer to buy any securities or the solicitation of any vote or approval in 
any jurisdiction, pursuant to the Acquisition or otherwise. This announcement 
does not constitute a prospectus or a prospectus equivalent document. The 
Acquisition will be made solely by means of the Scheme Document (or any document 
through which the proposals of the Acquisition are actually made), which 
contains the full terms and conditions of the Acquisition, including details of 
how to vote in respect of the Acquisition. 
Shareholders in European Capital are advised to read the formal documentation in 
relation to the Acquisition carefully because it contains important information 
relating to the Acquisition. The Acquisition will be subject to the conditions 
and further terms set out in the Scheme Document (or any document through which 
the proposals of the Acquisition are actually made). This announcement and all 
other materials related to the Acquisition are solely directed to existing 
shareholders in European Capital. 
Any acceptance or other response to the Acquisition should be made only on the 
basis of the information in the Scheme Document (or any document through which 
the proposals of the Acquisition are actually made). 
Citigroup Global Markets Limited, which is authorised and regulated in the UK by 
the Financial Services Authority, is acting exclusively for ACAS and no one else 
in relation to the matters referred to in this announcement and will not be 
responsible to anyone other than ACAS for providing the protections afforded to 
clients of Citigroup Global Markets Limited nor for providing advice in relation 
to these matters, the content of this announcement or any matter referred to 
herein. 
Lexicon Partners Limited, which is authorised and regulated in the UK by the 
Financial Services Authority, is acting exclusively for European Capital and no 
one else in connection with the Scheme and will not be responsible to anyone 
other than European Capital for providing the protections afforded to clients of 
Lexicon Partners Limited or for providing advice in relation to the Acquisition 
or any other matters referred to in this announcement. 
The distribution of this announcement in jurisdictions other than the UK or 
Guernsey may be restricted by law and therefore any persons who are subject to 
the laws of any jurisdiction other than the UK or Guernsey should inform 
themselves about, and observe, any applicable requirements. This announcement 
has been prepared for the purpose of complying with English law, the laws of 
Guernsey 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 and Guernsey. 
The Acquisition will be subject to the applicable rules and regulations of the 
UK Listing Authority, the London Stock Exchange and the City Code. 
NOTICE TO US INVESTORS IN EUROPEAN CAPITAL 
The Acquisition relates to the shares of a company registered under the laws of 
Guernsey and is subject to UK and Guernsey disclosure requirements (which are 
different from those in the US) and is proposed to be made by means of a scheme 
of arrangement provided for under Guernsey company law. Accordingly, the 
Acquisition is subject to the disclosure requirements and practices applicable 
in the UK and Guernsey to schemes of arrangement which differ from the 
disclosure requirements for US proxy solicitations, shareholder votes or tender 
offers. The settlement procedure with respect to the Acquisition will be 
consistent with UK practice, which may differ from procedures in comparable 
transactions in countries other than the UK in certain material respects, 
particularly with regard to date of settlement. If ACAS exercises its right to 
implement the Acquisition by way of a takeover offer, the offer will be made in 
compliance with applicable US securities laws and regulations. 
Neither the SEC nor any securities commission of any state of the United States 
has (a) approved or disapproved of the Acquisition; (b) passed upon the merits 
or fairness of the Acquisition; or (c) passed upon the adequacy or accuracy of 
the disclosure in this document. Any representation to the contrary may be a 
criminal offence in the United States. 
DEALING DISCLOSURE REQUIREMENTS 
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of European Capital or ACAS, all "dealings" in any 
"relevant securities" of that company, (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30 pm (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which the Scheme and/or City Code offer becomes 
effective, lapses or is otherwise withdrawn or on which the "offer period" 
otherwise ends. If two or more persons act together pursuant to an agreement or 
understanding, whether formal or informal, to acquire an "interest" in "relevant 
securities" of European Capital or ACAS, they will be deemed to be a single 
person for the purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant 
securities" of European Capital or ACAS by European Capital or ACAS, or by any 
of their respective "associates", must be disclosed by no later than 12.00 noon 
(London time) on the London business day following the date of the relevant 
transaction. A disclosure table, giving details of the companies in whose 
"relevant securities" "dealings" should be disclosed, and the number of such 
securities in issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a 
person has long economic exposure, whether conditional or absolute, to changes 
in the price of securities. In particular, a person will be treated as having an 
"interest" by virtue of the ownership or control of securities, or by virtue of 
any option in respect of, or derivative referenced to, securities. Terms in 
quotation marks are defined in the City Code, which can also be found on 
the Panel's website. If you are in any doubt as to whether or not you are 
required to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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