Result of Court Meeting
March 21 2011 - 10:52AM
UK Regulatory
TIDMGRT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM CANADA OR JAPAN OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
21 March 2011
Gartmore Group Limited
Recommended acquisition of Gartmore Group Limited by Henderson Group plc (the
"Acquisition")
RESULTS OF COURT MEETING
The board of directors of Gartmore Group Limited ("Gartmore") is pleased to
announce that, at the Court Meeting of eligible Gartmore Shareholders held
earlier today, Gartmore Shareholders voted to approve, by the necessary
statutory majorities, the Scheme of Arrangement pursuant to section 86 of the
Companies Law (2010 Revision) of the Cayman Islands to implement the
Acquisition. Details of the resolution passed is set out in the notice of
meeting contained in the scheme circular published by Gartmore on 26 February
2011 (the "Scheme Circular"). The voting results of the Court Meeting are as
follows:
Voting results of the Court Meeting
FOR AGAINST WITHHELD
Number of votes cast by the Gartmore 205,846,827 1,694,602 486,905
Shareholders voting at the Court (98.95%) (0.82%) (0.23%)
Meeting either in person or by proxy
Number of Gartmore Shareholders 21 2 1
casting votes at the Court Meeting (87.5%) (8.3%) (4.2%)
either in person or by proxy
Approximately 48.42 per cent. of Gartmore's issued share capital is currently
held in the form of Depository Interests. Capita IRG Trustees Limited is the
registered holder of the Depository Interests, and is the shareholder of
record, in respect of all Depository Interest holders, for the purposes of
calculating the number of Gartmore Shareholders casting votes at the Court
Meeting. Therefore, as detailed in the Scheme Circular, the number of
underlying Depository Interest holders who instructed Capita IRG Trustees
Limited to vote on their behalf at the Court Meeting, is not relevant for the
purposes of calculating the "majority in number" requirement, and is therefore
not reflected in the number of Gartmore shareholders casting votes at the Court
Meeting either in person or by proxy as set out in the second row of the above table.
The implementation of the Acquisition remains conditional on the satisfaction
or waiver of the remaining Conditions set out in Part III (Conditions) of the
Scheme Circular, including the sanction of the Scheme by the Grand Court of the
Cayman Islands (the "Court"). It is anticipated that the Court hearing to
sanction the Scheme will be held on 31 March 2011, with the Scheme being
implemented on 4 April 2011 and the latest date for settlement of the
Consideration being 14 April 2011.
Capitalised terms used but not defined in this announcement have the same
meanings as given to them in the Scheme Circular.
In accordance with the requirements of the City Code it is confirmed that,
56.56 per cent. of the Company's issued share capital was voted in favour of
the resolution passed, 0.47 per cent. of the Company's issued share capital was
voted against the resolution passed and 0.13 per cent. of the Company's issued
share capital with withheld in respect of the resolution passed.
In accordance with Rule 9.6 of the Listing Rules, a copy of the resolution
passed at the Court Meeting has been submitted to the National Storage
Mechanism and will shortly be available for inspection at www.Hemscott.com/
nsm.do.
A copy of this announcement will be available on the Gartmore website
(www.gartmore.com) as soon as practicable.
For further information, contact:
Gartmore Group Limited:-
Jeffrey Meyer (Chief Executive Officer)
Tel: +44 (0)20 7782 2045
Email: jeffrey.meyer@gartmore.com
Keith Starling (Chief Financial Officer)
Tel: +44 (0)20 7782 2569
Email: keith.starling@gartmore.com
Brunswick Group:-
Andrew Garfield
Tel: +44 (0)20 7404 5959
E-mail: agarfield@brunswickgroup.com
Helen Barnes
Tel: +44 (0)20 7404 5959
E-mail: hbarnes@brunswickgroup.com
The directors of Gartmore accept responsibility for the information contained
in this Announcement. To the best of the knowledge and belief of the directors
of Gartmore (who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement is in accordance with the
facts.
This announcement is for information purposes only and does not constitute, or
form part of, any offer for or invitation to sell or purchase any securities,
or any solicitation of any offer for, securities in any jurisdiction. This
announcement does not constitute a prospectus or a prospectus equivalent
document. The Acquisition will be made solely pursuant to the Scheme of
Arrangement.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom and Australia may be restricted by law and,
therefore, any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or Australia should inform themselves about, and
observe, any applicable requirements. Failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction. This announcement has been prepared to comply with the
requirements of English and Australian law, the Listing Rules, the rules of the
London Stock Exchange and the ASX Listing Rules and 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 England
or Australia.
Notice to US holders of Gartmore Shares
The Acquisition relates to the securities of a Cayman incorporated company,
traded on the London Stock Exchange in the UK and is subject to UK disclosure
requirements, which are different from those of the United States. The
financial information included in this announcement has been prepared in
accordance with International Financial Reporting Standards 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.
It may be difficult for US holders of Gartmore Shares to enforce their rights
and any claim arising out of the US federal securities laws, since Henderson
Group and Gartmore are located in a non-US jurisdiction, and some or all of
their officers and directors may be residents of a non-US jurisdiction. US
holders of Gartmore Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the 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.
The Acquisition is proposed to be implemented by means of a scheme of
arrangement provided for under the Cayman Companies Law. The scheme of
arrangement will relate to the shares of a Cayman company that is a `foreign
private issuer' as defined under Rule 3b.4 under the Exchange Act. A
transaction effected by means of a scheme of arrangement is not subject to the
proxy and tender offer rules under the Exchange Act. Accordingly, the
Acquisition is subject to the disclosure requirements and practices applicable
in the Cayman Islands to schemes of arrangement, which differ from the
disclosure requirements of the US proxy and tender offer rules.
The New Henderson Group Shares have not been, and will not be, registered under
the Securities Act or under the securities laws of any state, district or other
jurisdiction of the United States or of Canada or Japan and no regulatory
clearances in respect of the registration of New Henderson Group Shares have
been, or will be, applied for in any such jurisdiction. It is expected that the
New Henderson Group Shares will be issued in reliance upon the exemption from
the registration requirements of the Securities Act provided by section 3(a)
(10) thereof. The Acquisition has not been and will not be approved or
disapproved by the SEC, nor has the SEC or any US state securities commission
passed upon the merits or fairness of the transaction nor upon the adequacy or
accuracy of the information contained in this announcement. Any representation
to the contrary is a criminal offence in the United States. Under applicable US
securities laws, Gartmore Shareholders who are or will be `affiliates' of
Henderson Group prior to or after the Effective Date will be subject to certain
transfer restrictions relating to the New Henderson Group Shares received in
connection with the Scheme.
Application of the City Code and Dealing Disclosure Requirements
As previously advised, by virtue of its status as a Cayman incorporated
company, the City Code does not apply to Gartmore.
Shareholders are reminded that whilst the Gartmore Articles reflect certain
provisions of the City Code, as set out more fully below, the Panel does not
have responsibility for ensuring compliance with the City Code and is not able
to answer shareholders queries in relation to Gartmore or Henderson Group.
In particular, public disclosures consistent with the provision of Rule 8.3 of
the City Code should not be e-mailed to the Panel, but released directly
through a Regulatory Information Service.
Gartmore has incorporated certain provisions in the Gartmore Articles to
reflect certain provisions of the City Code. The provisions do not, however,
provide shareholders with the full protections offered by the City Code. In
particular, the Gartmore Articles provide that subject to the Cayman Companies
Law, to any other applicable law, to any other regulation in respect of
takeovers which applies to Gartmore at any time, and to the Gartmore Board
being satisfied, in any particular case, that the application of the following
provisions are in the best interests of Gartmore, the Gartmore Board will use
its reasonable endeavours to (i) apply and have Gartmore abide by the General
Principles of the City Code; (ii) if circumstances arise under which Gartmore
would be an offeree or otherwise the subject of an approach or the subject of a
third party's statement of a firm intention to make an offer to comply with,
and procure that Gartmore complies with, the provisions of the City Code
applicable to an offeree company and the board of directors of an offeree
company; and (iii) if the Gartmore Board recommends an offer, obtain an
undertaking from the offeror to comply with the City Code in relation to the
conduct and execution of that offer as though Gartmore were subject to the City
Code (but recognising that the Panel will not have jurisdiction). As explained
in more detail in paragraph 12 below, Gartmore and Henderson Group have agreed
generally, subject to certain exceptions set out in the Implementation
Agreement, to comply with the general principles and rules of the City Code in
the conduct and execution of the Acquisition, as if the City Code applied to
the Acquisition.
Gartmore and Henderson Group Shareholders and others dealing in ordinary shares
of Gartmore or Henderson Group are not obliged to disclose any of their
dealings under the provisions of the City Code. However, market participants
are requested to make disclosures of dealings as if the City Code applied and
as if Gartmore were in an offer period under the City Code. Gartmore's and
Henderson Group's websites contain the form of disclosure requested. If you are
in any doubt as to whether or not you should disclose dealings, you should
consult Gartmore or Henderson Group, as relevant.
In light of the foregoing, under the provisions of Rule 8.3 of the City Code,
if any person is, or becomes "interested" (directly or indirectly) in 1% or
more of any class of "relevant securities" of Gartmore or Henderson Group, all
"dealings" in any "relevant securities" of Gartmore or Henderson Group, as the
case may be, (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") should be publicly disclosed by
no later than 3.30 p.m. (London time) on the London business day following the
date of the relevant transaction. In a situation where the City Code applies,
this requirement would continue until the date on which the Scheme becomes
effective 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 Gartmore or Henderson Group, they would be deemed to
be a single person for the purpose of Rule 8.3 of the City Code.
In accordance with the provisions of Rule 8.1 of the City Code, all "dealings"
in "relevant securities" of Gartmore or Henderson Group by Gartmore or
Henderson Group or by any of their respective "associates", would be disclosed
by no later than 12.00 noon (London time) on the London business day following
the date of the relevant transaction. "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 be found on
the Panel's website. If you are in any doubt as to whether or not you should
disclose a "dealing" under Rule 8 of the City Code, as if it applied, you
should consult Gartmore or Henderson Group.
Publication on website
A copy of this announcement will be available on Gartmore's website
(www.gartmore.com) as soon as practicable.
END
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