TIDMUKM
RNS Number : 6109P
UK Mail Group PLC
18 November 2016
The announcement below replaces an announcement released at
1.28pm on 18(th) November 2016 under RNS number 6011P.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
For immediate release
18 November 2016
RECOMMED CASH OFFER
for
UK Mail Group plc ("UK Mail")
by
Deutsche Post AG ("Deutsche Post DHL")
to be implemented pursuant to a scheme of arrangement
Results of Court Meeting and General Meeting
The Board of UK Mail is pleased to announce that, at the Court
Meeting and the General Meeting held earlier today at the offices
of Travers Smith LLP in connection with the recommended cash offer
made by Deutsche Post DHL for the entire issued and to be issued
ordinary share capital of UK Mail (the "Offer"), to be implemented
pursuant to a scheme of arrangement under Part 26 of the Companies
Act 2006 (the "Scheme"):
-- the Scheme Shareholders voted in favour of the resolution to
approve the Scheme at the Court Meeting; and
-- the UK Mail Shareholders voted to pass the special resolution
at the General Meeting to approve the implementation of the Scheme,
cancel the listing of UK Mail's shares and make amendments to UK
Mail's articles of association.
Full details of the resolutions passed are set out in the
notices of the Court Meeting and General Meeting at Parts IX and X
(respectively) of the scheme document published on 26 October 2016
in relation to the Offer (the "Scheme Document").
Unless otherwise defined, capitalised terms used in this
announcement (the "Announcement") have the same meanings given to
them in the Scheme Document.
The detailed voting results in relation to the Court Meeting and
the General Meeting are summarised below.
COURT MEETING
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
99.93 per cent. by value of those Scheme Shares voted, voted in
favour of the resolution to approve the Scheme. The resolution
proposed at the Court Meeting was passed on a poll vote. Details of
the votes cast are as follows:
Number Number % of Scheme % of Scheme Number
of Scheme of Scheme Shares Shareholders of Scheme
Shareholders Shares voted who voted Shares
who voted voted voted
as a %
of the
issued
share
capital*
--------- -------------- ----------- ------------ -------------- -----------
For 248 42,092,143 99.93 25.49 76.32
--------- -------------- ----------- ------------ -------------- -----------
Against 20 27,501 0.07 2.06 0.05
--------- -------------- ----------- ------------ -------------- -----------
Total 268 42,119,644 100.00 27.55 76.37
--------- -------------- ----------- ------------ -------------- -----------
* The total number of Scheme Shares in issue at the Voting
Record Time was 55,155,696.
GENERAL MEETING
At the General Meeting, the special resolution to authorise the
implementation of the Scheme, cancel the listing of UK Mail's
shares and amend UK Mail's articles of association, as set out in
the notice of the General Meeting contained in Part X of the Scheme
Document, was duly passed on a poll vote. The results are detailed
as follows:
Number of % of UK Mail Number of UK
UK Mail Shares Shares voted Mail Shares
voted voted as a %
of the issued
ordinary share
capital **
--------- ---------------- -------------- ----------------
For* 42,080,518 99.94 76.29
--------- ---------------- -------------- ----------------
Against 26,351 0.06 0.05
--------- ---------------- -------------- ----------------
Total 42,106,869 100.00 76.34
--------- ---------------- -------------- ----------------
* Includes discretionary votes.
** The total number of UK Mail Shares in issue at the Voting
Record Time was 55,155,696.
Next Steps
Completion of the Offer 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 Court Hearing which is expected to take place on 20
December 2016.
Subject to unconditional merger clearance from the European
Commission and the remaining Conditions being satisfied or (where
applicable) waived, the Scheme is expected to become effective on
22 December 2016.
The expected timetable for the implementation of the Scheme
remains as set out on pages 8 and 9 of the Scheme Document.
Enquiries:
UK Mail Group plc 01753 706070
Steven Glew, Finance Director
Investec Bank plc (Financial
Adviser to UK Mail Group plc) 0207 597 4000
Keith Anderson / James Rudd
/ Matt Lewis
William Godfrey / Rob Baker
MHP Communications 0203 128 8100
John Olsen/Giles Robinson/Gina
Bell
Deutsche Post DHL +49 (228) 182 9944
Jürgen Gerdes
Achim Dünnwald
Anita Gupta
Robert Schneider
Marco Jülich
Daniel McGrath
Deutsche Bank AG (Financial
Adviser to Deutsche Post DHL) 0207 545 8000
Christof Muerb
James Ibbotson
Ammar Altaf
Jimmy Bastock (Corporate Broking)
Important Notices
Investec Bank plc is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the UK. Investec Bank plc is
acting exclusively as financial adviser to UK Mail and no one else
in connection with the Offer and will not be responsible to anyone
other than UK Mail for providing the protections afforded to
clients of Investec Bank plc nor for providing advice in connection
with the Offer or any matter referred to herein.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank). It is subject to
supervision by the European Central Bank and by BaFin, Germany's
Federal Financial Supervisory Authority. Deutsche Bank AG is acting
as financial adviser to Deutsche Post DHL and no one else in
connection with the Offer or the contents of this announcement and
will not be responsible to anyone other than Deutsche Post DHL for
providing the protections afforded to its clients or for providing
advice in connection with the contents of this announcement or any
matter referred to herein.
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer will be made solely
by means of the Scheme Document or any document by which the Offer
is made which will contain the full terms and Conditions of the
Offer, including details of how to vote in respect of the
acquisition.
This Announcement has been prepared for the purpose of complying
with English law 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 the United Kingdom.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions 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 requirements.
The Offer relates to the acquisition of shares of a UK company
and is proposed to be effected by means of a scheme of arrangement
under the laws of England and Wales. However, if Deutsche Post DHL
were to elect to implement the Offer by means of a takeover offer,
such takeover offer will be made in compliance with all applicable
laws and regulations, including Section 14(e) of the US Securities
Exchange Act of 1934 (the "US Exchange Act") and Regulation 14E
thereunder. Such a takeover would be made in the United States by
Deutsche Post DHL and no one else. In addition to any such takeover
offer, Deutsche Post DHL, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases
of, or arrangements to purchase, shares in UK Mail outside such
takeover offer during the period in which such takeover offer would
remain open for acceptance. If such purchases or arrangements to
purchase were to be made they would be made outside the United
States and would comply with applicable law, including the US
Exchange Act.
Unless otherwise determined by Deutsche Post DHL or required by
the Takeover Code, and permitted by applicable law and regulation,
the Offer will not be made available, directly or indirectly, in,
into or from any jurisdiction where to do so would violate the laws
in that jurisdiction (a "Restricted Jurisdiction") and no person
may vote in favour of the Offer 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, copies of this Announcement
and all documents relating to the Offer are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to
the Offer (including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Offer to UK Mail Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
The Offer is subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial
Conduct Authority and the UKLA.
Forward looking statements
This Announcement may contain statements about Deutsche Post DHL
and UK Mail that are or may be forward looking statements. All
statements other than statements of historical facts included in
this Announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements 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 Deutsche Post DHL's or
UK Mail's operations and potential synergies resulting from the
Offer; and (iii) the effects of government regulation on Deutsche
Post DHL's or UK Mail's business.
Such forward looking statements involve 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 hereof. Deutsche Post
DHL disclaims any obligation to update any forward looking or other
statements contained herein, 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 Deutsche Post DHL or UK Mail, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Deutsche Post DHL or UK Mail, as
appropriate.
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 3.30pm (London time) on the 10th business day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30pm (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 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 3.30pm (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 Panel's website at http://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.
Publication on Website
A copy of this Announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Deutsche Post DHL's and UK Mail's websites at
http://www.dpdhl-publications.com and
http://www.ukmail.com/investors/reports-downloads/dhl-offer
respectively by no later than 12 noon (London time) on Monday 21
November 2016. For the avoidance of doubt, the contents of these
websites are not incorporated into and do not form part of the
Scheme Document or this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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