Results of Court Meeting & GM & Lapsing of Scheme
21/07/2022 13:30
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RNS Number : 3388T Pires Investments PLC 21 July 2022
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.
FOR IMMEDIATE RELEASE
21 July 2022
Recommended All-Share Offer
for
Pires Investments plc ("Pires")
by
Tern plc ("Tern")
proposed to be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting and Lapsing of Scheme
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").
Earlier today, Pires convened the Court Meeting and General Meeting in
connection with the Acquisition.
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.
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.
Accordingly, certain of the conditions to the Scheme were not satisfied and
the Scheme has lapsed.
The Court Hearing to sanction the Scheme, which was expected to be held on or
around 28 July 2022, will now not take place.
As a result, Pires is no longer in an offer period as defined by the City Code
on Takeovers and Mergers (the "Code").
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting. Each
Scheme Shareholder, present in person or by proxy, was entitled to one vote
per Scheme Share held at the Voting Record Time.
Results of Court Meeting No. of Scheme Shares voted % of Scheme Shares voted(*) No. of Pires Shareholders who voted % of Pires Shareholders who voted(*) No. of Scheme Shares voted as % of issued share capital(*)
For 53,813,889 53.50% 60 80.00% 31.57%
Against 46,765,049 46.50% 15 20.00% 27.44%
Total 100,578,938 - 75 - 59.01%
* Rounded to two decimal places
Voting results of the General Meeting
The table below sets out the results of the poll at the General Meeting. Each
Pires Shareholder, present in person or by proxy, was entitled to one vote per
Pires Share held at the Voting Record Time.
For** Against Total
Special resolution No. of votes % of votes* No. of votes % of votes* No. of votes
Approval of the implementation of the Scheme 68 53.75% 15 46.25% 100,822,109
Amendments to the articles 68 53.75% 15 46.25% 100,822,109
Re-registration as a private company 67 53.74% 16 46.26% 100,822,109
* Rounded to two decimal places
** Includes discretionary votes
The total number of Pires Shares in issue at the Voting Record Time was
170,456,642. Consequently, the total voting rights in Pires at the Voting
Record Time were 170,456,642.
Capitalised terms used but not otherwise defined in this announcement have the
meanings given to them in the Scheme Document published on 28 June 2022 in
relation to the Acquisition.
Enquiries:
Pires Investments plc +44 (0) 20 3368 8961
Nicholas Lee, Non-Executive Director
Cairn Financial Advisers LLP +44 (0) 20 7213 0880
Financial Adviser, Rule 3 Adviser and Nominated Adviser to Pires
James Lewis / Liam Murray / Ludovico Lazzaretti
Peterhouse Capital Limited +44 (0) 20 7469 0935
Joint Broker to Pires
Duncan Vasey / Lucy Williams
Tennyson Securities +44 (0) 20 3167 7221
Joint Broker to Pires
Peter Krens
Yellow Jersey PR +44 (0) 20 3004 9512
PR advisers to Pires
Sarah Hollins / Henry Wilkinson / Annabelle Wills
Notices related to the financial adviser
Cairn, which is authorised and regulated by the FCA in the UK, is acting as
financial adviser and Rule 3 adviser exclusively for Pires and no one else in
connection with the Acquisition and the matters set out in this announcement
and will not be responsible to any person other than Pires for providing the
protections afforded to clients of Cairn, nor for providing advice in relation
to the Acquisition, the content of this announcement or any matter referred to
herein. Cairn's responsibilities as Pires' Nominated Adviser under the AIM
Rules for Companies and AIM Rules for Nominated Advisers are owed solely to
London Stock Exchange and no other person. Cairn has not authorised and is not
making any representation or warranty, express or implied, as to the contents
of this announcement.
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