Business
Results of Court Meeting & GM & Lapsing of Scheme
Results of Court Meeting & GM & Lapsing of Scheme.
About this update from Mindflair Plc
[{"type":"text","content":"\n \n \n \n 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 OR REGULATIONS OF SUCH JURISDICTION.\n \n \n \n \n FOR IMMEDIATE RELEASE\n \n \n \n 21 July 2022\n \n \n \n Recommended All-Share Offer\n \n \n \n \n for\n \n \n \n \n Pires Investments plc (\"Pires\")\n \n \n \n \n by\n \n \n \n \n Tern plc (\n \n \n \"\n Tern\n \n \n \"\n )\n \n \n \n \n proposed to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006\n \n \n \n \n Results of Court Meeting and General Meeting and Lapsing of Scheme\n \n \n \n On 1 June 2022, it was announced that the Tern Directors and Pires Directors had reached agreement on the terms of a recommended all-share offer by Tern for the issued and to be issued share capital of Pires, proposed to be effected by means of a court-sanctioned scheme of arrangement (the \"Scheme\") between Pires and Pires Shareholders under Part 26 of the Companies Act 2006 (the \"Acquisition\").\n \n \n Earlier today, Pires convened the Court Meeting and General Meeting in connection with the Acquisition.\n \n \n At the Court Meeting, 60 out of 75 Scheme Shareholders present and voting (whether in person or by proxy) voted in favour of the Scheme, representing 53.50 per cent. in value of the Scheme Shares. While the majority of Scheme Shareholders voting and present at the Court Meeting voted in favour of the Scheme, this did not meet the requirement that Scheme Shareholders voting and present at the Court Meeting representing 75 per cent. or more in value of the Scheme Shares held by such Scheme Shareholders must vote in favour of the Scheme.\n \n \n At the General Meeting, 53.75 per cent. of the Pires Shareholders present and voting (whether in person or by proxy) voted in favour of the Special Resolution, which was below the minimum threshold (75 per cent. of those shares voted) needed to approve the Special Resolution.\n \n \n Accordingly, certain of the conditions to the Scheme were not satisfied and the Scheme has lapsed.\n \n \n The Court Hearing to sanction the Scheme, which was expected to be held on or around 28 July 2022, will now not take place.\n \n \n As a result, Pires is no longer in an offer period as defined by the ...