TIDMBQE
RNS Number : 7837M
Bioquell PLC
10 January 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
10 January 2019
RECOMMED CASH OFFER
for
Bioquell PLC
by
Ecolab U.S. 2 Inc. ("Ecolab Offeror"), a wholly-owned subsidiary
of Ecolab Inc. ("Ecolab")
Results of Court Meeting and General Meeting
On 30 November 2018, the boards of Bioquell PLC ("Bioquell") and
Ecolab announced that they had reached agreement on the terms of a
recommended cash acquisition by which the entire issued and to be
issued ordinary share capital of Bioquell would be acquired by
Ecolab Offeror (the "Offer"). The Offer is to be effected by means
of a Court approved scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
Bioquell announces that the Court Meeting to consider the Scheme
and the General Meeting to consider the Resolution relating to the
Offer were each held today and all resolutions were approved by the
requisite majorities, as set out in further detail below.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given in the scheme document
dated 18 December 2018 (the "Scheme Document").
Number of Scheme Shareholders voting and votes cast at Court
Meeting
The results of the poll at the Court Meeting held on 10 January
2019 were as follows:
Number of % of Scheme Number of % of Scheme Number of Scheme
Scheme Shares Shares voted Scheme Shareholders Shareholders Shares voted as
voted who voted who voted % of Bioquell's
issued ordinary
share capital
FOR 16,090,733 99.96% 142 97.93% 71.98%
--------------- -------------- --------------------- -------------- -----------------
AGAINST 6,494 0.04% 3 2.07% 0.03%
--------------- -------------- --------------------- -------------- -----------------
TOTAL 16,097,227 100 145 100 72.01%
--------------- -------------- --------------------- -------------- -----------------
Number of Bioquell Shareholders voting and votes cast at the
General Meeting
The voting on the special resolution to provide for the
implementation of the Scheme was taken on a poll at the General
Meeting held on 10 January 2019 and the results were as
follows:
Number of Bioquell Shares % of votes cast
voted
FOR 16,132,105 99.96
-------------------------- ----------------
AGAINST 6,707 0.04
-------------------------- ----------------
TOTAL 16,138,812 100
-------------------------- ----------------
A copy of the special resolution passed at the General Meeting
has been submitted to the National Storage Mechanism and will be
available for inspection at
http://www.morningstar.co.uk/uk/NSM.
A copy of any or all of the resolutions may be obtained by
writing to the company secretary at Bioquell's registered office:
Bioquell PLC, 52 Royce Close, West Portway, Andover, Hampshire SP10
3TS or from its website www.bioquell.com/investors
Next steps and timetable
The Scheme remains subject to the sanction of the Court at the
Court Hearing and the satisfaction (or, where applicable, the
waiver) of the other Conditions to the Scheme (as set out in the
Scheme Document). Subject to the Scheme receiving the sanction of
the Court, the filing of the Court Order with the Registrar of
Companies and the satisfaction or, where applicable, the waiver of
the other Conditions, the Scheme is expected to become effective on
16 January 2019.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 7 of the
Scheme Document. If any of the key dates and/or times set out in
the timetable change, Bioquell will give notice of this change by
issuing an announcement through a Regulatory Information Service
and by making such announcement available on its website at
www.bioquell.com.
Enquiries:
Ecolab Inc. Tel: +1 (651) 250
2809
Mike Monahan, Senior Vice President -
External Relations
Bioquell PLC Tel: 01264 835900
Ian Johnson, Executive Chairman
Michael Roller, Group Finance Director
Nplus1 Singer Advisory LLP, Joint Financial Tel: 0203 205 7500
Adviser, Financial Adviser for the purposes
of Rule 3 of the Takeover Code and broker
to Bioquell
Mark Taylor
James White
George Tzimas
Brown, Gibbons, Lang & Company Securities, Tel: +1 (312) 658
Inc., Joint Financial Adviser to Bioquell 1600
John Riddle
Kyle Brown
IMPORTANT NOTICES
N+1 Singer, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for Bioquell and
no one else in connection with the matters set out in this
announcement. In connection with such matters, N+1 Singer will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to clients of N+1 Singer or for providing advice in
relation to any matter referred to herein.
Neither N+1 Singer nor any of its subsidiaries, affiliates or
branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client in connection with this announcement, any statement
contained herein or otherwise.
BGL, which is a registered broker dealer with the Securities and
Exchange Commission, the Financial Industry Regulatory Authority,
the State of Ohio Division of Securities and the Illinois
Securities Department in the US, is acting as financial adviser to
Bioquell in connection with the matters set out in this
announcement.
Neither BGL nor any of its subsidiaries, affiliates or branches
owes or accepts any duty, liability or responsibility whatsoever
(whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
in connection with this announcement, any statement contained
herein or otherwise.
EY, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, has been appointed by Ecolab and
Ecolab Offeror to provide the cash confirmation statement in
connection with the Offer and will not be acting for any other
person or otherwise be responsible to any other person for
providing the protections afforded to customers of EY. EY
accordingly disclaims to the fullest extent permissible by law all
and any liability to any person who is not a client of EY whether
in tort, contract or otherwise.
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise. The Offer has been made solely through the Scheme
Document and the accompanying Forms of Proxy (or by any other
document by which the Offer is made), which together contain the
full terms and conditions of the Offer, including details of how to
vote in favour of or accept the Offer. Any decision in respect of,
or other response to, the Offer should be made only on the basis of
the information contained in the Scheme Document or any document by
which the Offer is made.
Overseas Shareholders
The availability of the Offer to Overseas Shareholders and the
distribution of this announcement in, into or from jurisdictions
other than the United Kingdom may be restricted by law. Persons who
are not resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable restrictions.
The Offer relates to shares of a United Kingdom company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the US Exchange Act. Accordingly, the
Scheme is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules and the laws of other
jurisdictions outside the United Kingdom.
Unless otherwise determined by Ecolab Offeror or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer shall not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Scheme by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, any person (including without limitation, nominees,
trustees and custodians) who would, or otherwise intends to,
forward this announcement, the Scheme Document or any accompanying
document to any jurisdiction outside the United Kingdom should
refrain from doing so and seek appropriate professional advice
before taking any action. If any Overseas Shareholder remains in
any doubt, it should consult an appropriate independent
professional adviser in its relevant jurisdiction without
delay.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons 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 the law of England and Wales 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 jurisdictions outside of England and
Wales.
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval pursuant to
the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful.
Forward-Looking Statements
This announcement (including information incorporated by
reference in this announcement) contains statements about Ecolab,
Ecolab Offeror and Bioquell that are or may be forward-looking
statements which are prospective in nature. All statements other
than statements of historical facts may be forward-looking
statements. Often, but not always, forward-looking statements can
be identified by the use of forward-looking words such as
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "should", "could", "would", "may", "anticipates",
"estimates", "synergy", "cost-saving", "projects", "goal" or
"strategy" or words or terms of similar substance or the negative
thereof. Forward-looking statements may include statements relating
to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and
growth of Ecolab, Ecolab Offeror's or Bioquell's operations and
potential synergies resulting from the Offer; and (iii) the effects
of government regulation on Ecolab, Ecolab Offeror's or Bioquell's
business.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this announcement. All subsequent oral or written
forward-looking statements attributable to Ecolab, Ecolab Offeror
or Bioquell or any of their respective members, directors, officers
or employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Ecolab, Ecolab Offeror and Bioquell disclaim any obligation to
update any forward-looking or other statements contained in this
announcement, except as required by applicable law.
No Profit Forecasts or Estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Ecolab or Bioquell, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Ecolab
or Bioquell, as appropriate.
Dealing disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th 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 Code, any person who is, or becomes,
interested in 1% 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(s), 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
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3. 2
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.
Publication on website and availability of hard copies
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on Bioquell's website and
Ecolab's website (http://www.bioquellplc.com/investors and
https://investor.ecolab.com respectively) by no later than 12 noon
on 11 January 2019.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement), free
of charge, by contacting Link Asset Services during business hours
on 0871 664 0300 within the United Kingdom or on +44 (0) 371 664
0300 from overseas or by submitting a request in writing to
shareholderenquiries@linkgroup.co.uk. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. Lines will be open between 9.00 am to 5.30 pm, Monday to
Friday excluding public holidays in England and Wales. Unless you
make such a request, a hard copy of this announcement and any such
information incorporated by reference in it will not be sent to
you. You may also request that all future documents, announcements
and information to be sent to you in relation to the Offer be in
hard copy form.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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