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RNS Number : 8887V
Motivcom PLC
31 October 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE IT
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH
JURISDICTION
Date: 31 October 2014
RECOMMENDED CASH OFFER
by
SODEXO MOTIVATION SOLUTIONS U.K. LIMITED
(a wholly-owned subsidiary of Sodexo SA)
for
MOTIVCOM PLC
(to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006)
Results of Court Meeting and General Meeting
The Board of Motivcom plc ("Motivcom") is pleased to announce
that, at the Court Meeting and the General Meeting convened earlier
today in connection with the recommended acquisition by Sodexo
Motivation Solutions U.K. Limited ("SMSUK"), a wholly-owned
subsidiary of Sodexo SA, of the entire issued and to be issued
ordinary share capital of Motivcom (the "Acquisition") by means of
a Court sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"), all the resolutions were
passed.
The detailed voting results in relation to the Court Meeting and
the General Meeting are summarised below.
Court Meeting
Number of Scheme Number of Scheme Number of
Scheme Shares Scheme Shareholders Scheme
Shares Voted Shareholders who voted Shares
Voted (%) who voted (%) voted as
a
percentage
of the
total
number of
Scheme
Shares
(%)
For 20,292,740 98 27 96 83.57
--------------------------------- ----------------------------- ----------------------------------- ----------------------------------- ---------------------------------
Against 400,000 2 1 4 1.65
--------------------------------- ----------------------------- ----------------------------------- ----------------------------------- ---------------------------------
Total 20,692,740 100 28 100 85.22
--------------------------------- ----------------------------- ----------------------------------- ----------------------------------- ---------------------------------
74.56% of the total number of Scheme Shares were voted for the
resolution to approve the Scheme as a percentage of the issued
share capital and 1.47% were voted against.
Accordingly, the resolution proposed at the Court Meeting was
duly passed.
General Meeting
At the General Meeting, the general and special resolutions, as
set out in the notice of General Meeting contained in part X
(Notice of General Meeting of Motivcom plc) of the Scheme Document
issued by Motivcom on 1 October 2014, were duly passed, and the
results are summarised as follows:
Resolution 1
Number of Percentage of
Motivcom Motivcom
Shares voted Shares voted
(%)
For 20,691,240 99.99
-------------------------------------- -------------------------------------
Against Nil Nil
-------------------------------------- -------------------------------------
Vote withheld Nil Nil
(1)
-------------------------------------- -------------------------------------
Discretionary 1,500 0.01
-------------------------------------- -------------------------------------
Total 20,692,740 100
-------------------------------------- -------------------------------------
(1) A vote "withheld" is not a vote in law and accordingly is
not counted in the calculation of the proportion of the votes for
and against the Special Resolution.
Resolution 2
Number of Percentage of
Motivcom Motivcom
Shares voted Shares voted
(%)
For 23,225,240 98.30
-------------------------------------- -------------------------------------
Against 400,000 1.69
-------------------------------------- -------------------------------------
Vote withheld Nil Nil
(1)
-------------------------------------- -------------------------------------
Discretionary 1,500 0.01
-------------------------------------- -------------------------------------
Total 23,626,740 100
-------------------------------------- -------------------------------------
Resolution 3
Number of Percentage of
Motivcom Motivcom
Shares voted Shares voted
(%)
For 23,224,801 98.31
-------------------------------------- -------------------------------------
Against Nil Nil
-------------------------------------- -------------------------------------
Vote withheld
(1) 400,000 1.69
-------------------------------------- -------------------------------------
Discretionary 1,939 0.01
-------------------------------------- -------------------------------------
Total 23,626,740 100
-------------------------------------- -------------------------------------
Next Steps
Completion of the Acquisition remains subject to the
satisfaction or (where capable of being waived) waiver of the other
Conditions set out in the Scheme Document, including the Court
sanctioning the Scheme at the First Court Hearing and confirming
the Capital Reduction at the Second Court Hearing. The First Court
Hearing and the Second Court Hearing are expected to take place on
18 November 2014 and 20 November 2014, respectively. Subject to the
Conditions, as described above, being satisfied or (where
applicable) waived, the Scheme is expected to become effective on
20 November 2014. The expected timetable for the implementation of
the Scheme is attached as an Appendix to this announcement. If
there is any change to any of these key dates, an announcement will
be made through a Regulatory Information Service.
All references to time in this announcement are to UK time.
Capitalised terms in this announcement (unless otherwise defined)
have the same meanings as set out in the Scheme Document.
Enquiries
Motivcom plc +44 (0)845 053 5529
Susan Hocken, Finance Director
Grant Thornton, Nominated Adviser, Financial
Adviser and Rule 3 Adviser to Motivcom +44 (0)207 383 5100
Philip Secrett
Salmaan Khawaja
Jamie Barklem
Vasu Majumdar
Numis Securities Limited, Financial Adviser
and Broker to Motivcom +44 (0)207 260 1000
David Poutney, Head of Corporate Broking
Lorna Tilbian, Head of Media
Nick Westlake, Managing Director, Corporate
Finance
Sodexo +33 1 57 75 80 56
Pierre Benaich, Director of Financial Communications
Lazard, Financial Adviser to SMSUK +44 (0)20 7187 2000
Alexandra Soto
Vasco Litchfield
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Offer will be made on the terms and
subject to the conditions and further terms set out herein and in
Appendix 1 to this announcement and the further terms and
conditions to be set out in the Scheme Document and Forms of Proxy
when issued. Any vote by Motivcom Shareholders in respect of the
Offer should be made only on the basis of the information contained
in the Scheme Document, which will include details of how to vote
in favour of the Scheme. Motivcom Shareholders are advised to read
the formal documentation in relation to the Offer which will be
distributed to Motivcom Shareholders in due course, as it will
contain important information relating to the Offer.
Please be aware that addresses, electronic addresses and certain
other information provided by Motivcom Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Motivcom may be provided to
SMSUK during the Offer Period (as required under Section 4 of
Appendix 4 to the Takeover Code).
Grant Thornton UK LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Motivcom and no one else in connection with the
Acquisition and, accordingly, will not be responsible to anyone
other than Motivcom for providing the protections afforded to
clients of Grant Thornton UK LLP or for providing advice in
relation to the Acquisition.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Motivcom and no one else in connection with the
Acquisition and, accordingly, will not be responsible to anyone
other than Motivcom for providing the protections afforded to
clients of Numis Securities Limited or for providing advice in
relation to the Acquisition.
Lazard & Co., Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for SMSUK and no one else in connection with the
Acquisition and, accordingly, will not be responsible to anyone
other than SMSUK for providing the protections afforded to clients
of Lazard & Co., Limited or for providing advice in relation to
the Acquisition.
Overseas shareholders
The release, publication or distribution of this announcement in
or into, jurisdictions other than the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes who are not resident in the United Kingdom
should inform themselves about, and observe, any applicable legal
or regulatory restrictions in those jurisdictions. Motivcom
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
This announcement has been prepared for the purposes of
complying with English law, the AIM Rules, the rules of the London
Stock Exchange and the Takeover 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 any
jurisdiction outside the United Kingdom.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 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 tenth business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the tenth
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 per cent 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,
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 p.m. (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).
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. 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.
Cautionary note regarding forward-looking statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of the Motivcom Group and certain plans and objectives of
the boards of directors of Motivcom and SMSUK. 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 boards of directors of Motivcom and SMSUK 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
involve risk and uncertainty, and the factors described in the
context of such 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. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement. Motivcom and SMSUK assume no obligation to update or
correct the information contained in this announcement, whether as
a result of new information, future events or otherwise, except to
the extent legally required.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set out in this announcement since such date. Nothing
contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of
Motivcom and SMSUK except where expressly stated.
Appendix
Expected Timetable of Principal Events
Event Time and/or date
Scheme Court Hearing (to sanction the 18 November 2014 (1)
Scheme)
Last day of dealings in, and for registration 19 November 2014
of transfers
and disablement in CREST of, Motivcom
Shares
Scheme Record Time 6.00 p.m. on 19 November
2014 (1)
Dealings in Motivcom Shares on AIM suspended 7.30 a.m. on 20 November
2014 (1)
Reduction Court Hearing (to confirm Capital 20 November 2014 (1)
Reduction)
Effective Date of the Scheme and re-registration 20 November 2014 (1)
as a
private company
Cancellation of admission to trading 7.00 a.m. on 21 November
on AIM of, and 2014 (1)
cessation of dealings in, Motivcom Shares
Dispatch of cheques and crediting of by 5 December 2014 (1)
CREST accounts
for cash by consideration due under the
Scheme
Long Stop Date (2) 12 March 2015
Notes:
(1) These times and dates are indicative only and will depend,
among other things, on the date upon which (i) the Court sanctions
the Scheme: (ii) the Court confirms the associated Capital
Reduction; and (iii) the Court Orders and the Statement of Capital
are delivered to the Registrar of Companies and, if the Court so
orders, when the Reduction Court Order and the Statement of Capital
are registered by him.
(2) The Long Stop Date is the latest date by which the Scheme
may become Effective unless Motivcom and SMSUK agree, with the
consent of the Panel and if the Court permits, a later date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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