Result of EGM (3493A)
March 29 2012 - 6:16AM
UK Regulatory
TIDMSTA
RNS Number : 3493A
Stagecoach Theatre Arts PLC
29 March 2012
FOR IMMEDIATE RELEASE
29 March 2012
STAGECOACH THEATRE ARTS PUBLIC LIMITED COMPANY
("Stagecoach" or the "Company")
Result of General Meeting
On 12 March 2012, a recommended cash offer by Lifeskills
Education Limited (a direct and wholly-owned subsidiary of
Lifeskills Education Holdings Limited) to acquire the entire issued
and to be issued ordinary share capital of Stagecoach other than
the shares in Stagecoach which it has already contracted to acquire
(the "Offer") was announced (the "Offer Announcement").
On 12 March 2012, it was further announced that a notice had
been posted to shareholders convening a General Meeting of the
Company, for the shareholders eligible to vote (the "Independent
Shareholders") to consider and, if thought fit, pass the Ordinary
Resolution pursuant to Rule 16 of the Takeover Code, as referred to
in the Offer Announcement.
Stagecoach is pleased to announce that the resolution proposed
to the Independent Shareholders at the Company's General Meeting
held today was duly passed.
The votes cast in respect of the Ordinary Resolution, which was
taken on a poll, as required by the Takeover Code, were as
follows:
In favour: 4,430,315 (99.85 % of votes cast)
Against: 6,500 (0.15 % of votes cast)
The first closing date for the Offer is 1.00 p.m. on 2 April
2012.
Enquiries:
Stagecoach Telephone: +44 (0)1932 254 333
Graham Cole, Chairman
Smith & Williamson Corporate Finance Telephone: +44 (0)20 7131 4000
Limited
(Financial adviser to Stagecoach)
David Jones
Siobhan Sergeant
Peckwater PR Telephone: +44 (0)7879 458 364
(Financial PR to Stagecoach)
Tarquin Edwards
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1.00 per cent. or more of any class of relevant securities of an
offeree company or of any paper 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 paper
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 paper 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 pm (London time) on the tenth business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the tenth business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1.00 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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 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 paper
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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
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