REG - Pod Point Group Hdgs - Results of Court Meeting and General Meeting

Pod Point groupAnnouncement

18/07/2025 15:00

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RNS Number : 7253R  Pod Point Group Holdings PLC  18 July 2025

 

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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

18 July 2025

RECOMMENDED CASH ACQUISITION

OF

POD POINT GROUP HOLDINGS PLC ("POD POINT")

BY

ENERGY CUSTOMERS LIMITED ("EDF")

RESULTS OF COURT MEETING AND GENERAL MEETING

On 12 June 2025, the board of EDF and the Independent Pod Point Directors
announced that they had reached agreement on the terms and conditions of a
recommended all cash acquisition, pursuant to which EDF will acquire the
entire issued, and to be issued, ordinary share capital of Pod Point, not
already owned by EDF (the "Acquisition") at a price of 6.5 pence per Pod Point
Share. The Acquisition is intended to be effected by means of a Court
sanctioned scheme of arrangement under Part 26 of the Companies Act (the
"Scheme").

Pod Point is pleased to announce that the Court Meeting to consider and
approve the Scheme and the General Meeting to consider and pass the Special
Resolution relating to the Acquisition were each held today and the requisite
majorities:

-        of Scheme Shareholders voted to approve the Scheme at the
Court Meeting; and

-        of Pod Point Shareholders voted to approve the Special
Resolution to implement the Scheme, including the amendment of Pod Point's
articles of association, at the General Meeting.

Details of the resolutions passed are set out in the Notices of the Court
Meeting and General Meeting contained in the scheme document published on 25
June 2025 in relation to the Acquisition (the "Scheme Document").

Capitalised terms in this announcement, unless otherwise defined, have the
same meanings as set out in the Scheme Document. All references to times in
this announcement are to London times unless otherwise stated.

Voting results of the Court Meeting

Results of the poll at the Court Meeting held on 18 July 2025 were as set out
in the table below. Each Scheme Shareholder present (including by proxy) was
entitled to one vote per Scheme Share held at the Voting Record Time:

          No. of Scheme Shareholders voting*  % of Scheme Shareholders voting**  No. of Scheme Shares voted  % of Scheme Shares voted**  No. of Scheme Shares voted as a % of the issued share capital**
 FOR      24                                  75.00%                             36,474,636                  93.04%                      23.25%
 AGAINST  8                                   25.00%                             2,730,434                   6.96%                       1.74%
 TOTAL    27*                                 100.00%                            39,205,070                  100.00%                     24.99%

 

* Where a Scheme Shareholder cast some of their votes 'for' and some of their
votes 'against' the resolution, such Scheme Shareholder has been counted as
having voted both 'for' and 'against' the resolution for the purposes of
determining the number of Scheme Shareholders who voted as set out in this
column.

** Rounded to two decimal places.

Voting results of the General Meeting

Results of the poll at the General Meeting held on 18 July 2025 were as set
out in the table below. Each Pod Point Shareholder present (including by
proxy) was entitled to one vote per Pod Point Share held at the Voting Record
Time.

 FOR                                                           AGAINST                                                       TOTAL                          WITHHELD**
 No. of Pod Point Shares voted  % of Pod Point Shares voted *  No. of Pod Point Shares voted  % of Pod Point Shares voted *  No. of Pod Point Shares voted  No. of Pod Point Shares
 36,588,298                     92.65%                         2,902,229                      7.35%                          39,490,527                     203,135

 

* Rounded to two decimal places.

** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' nor 'Against' the resolution.

Copies of the resolutions passed at the General Meeting have been submitted to
the National Storage Mechanism and will be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Next steps and timetable

The outcome of the Court Meeting and General Meeting means that Conditions
2(A) and 2(B) (as set out in Part A of Part 3 of the Scheme Document) have
been satisfied. The Scheme remains subject to the sanction by the Court at the
Court Hearing, which is scheduled to take place on 31 July 2025 at the Rolls
Building, 7 Rolls Building, Fetter Lane, London EC4A 1NL. The Scheme also
remains subject to the satisfaction (or, if capable of waiver, the waiver) of
the remaining Conditions to the Scheme. Subject to the Scheme receiving the
sanction of the Court, and the filing of the Court Order with the Registrar of
Companies, the Scheme is expected to become effective on or around 1 August
2025.

The expected timetable of principal events for the implementation of the
Scheme remains as set out on page 8 of the Scheme Document. The dates and
times will depend, among other things, on the dates on and/or times at which:
(i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the
Court sanctions the Scheme; and (iii) the Court Order sanctioning the Scheme
is delivered to the Registrar of Companies. If any of the key dates and/or
times set out in the timetable change, Pod Point 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
https://investors.pod-point.com/ (https://investors.pod-point.com/) and, if
required by the Panel, notice of the change(s) will be sent to Pod Point
Shareholders and persons with information rights.

Enquiries:

 EDF                                                                     +44 (0) 1452 652 233 / media@edfenergy.com

 EDF Media Team
 Barclays Bank PLC (Financial Adviser to EDF)                            +44 (0) 20 7623 2323

 Iain Smedley

 Adrian Beidas

 Neal West

 Ghislain De Brondeau

 Akshay Majithia
 Pod Point Group Holdings plc                                                      +44 (0) 20 3100 2000

 Melanie Lane, Chief Executive Officer

 Michael Jay, Acting Chief Financial Officer

 Phil Clark, Investor Relations
 Panmure Liberum (Sole Financial Adviser, Sole Rule 3 Adviser and Joint  +44 (0) 20 3100 2000
 Corporate Broker to Pod Point)

 Stephen Jones

 Tim Medak

 Edward Mansfield

 Amrit Mahbubani
 Canaccord Genuity (Joint Corporate Broker to Pod Point)                 +44 (0) 20 7523 8150

 Bobbie Hilliam

 Harry Pardoe
 Teneo (Media)                                                           +44 (0) 20 7260 1000

 Charles Farquhar

 Daniel Werchola

 Derek Shakespeare

 Rajesh Iyer

 Oliver Harding

 

Clifford Chance LLP is acting as legal adviser to EDF.

Freshfields LLP is acting as legal adviser to Pod Point.

Important notices about financial advisers

 

Barclays Bank PLC , acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for EDF and no‑one else in connection with
the matters described in this announcement and will not be responsible to
anyone other than EDF for providing the protections afforded to clients of
Barclays nor for providing advice in relation to the matters set out in or
referred to in this announcement.

 

In accordance with the Takeover Code, normal United Kingdom market practice
and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will
continue to act as exempt principal trader in Pod Point securities on the
London Stock Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom pursuant to
the Takeover Code will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website
at www.londonstockexchange.com (http://www.londonstockexchange.com) .

 

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as Sole Financial Adviser, Sole Rule 3 Adviser and Joint Corporate
Broker to Pod Point and no one else in connection with the Acquisition and the
matters and arrangements set out in this announcement. Panmure Liberum will
not regard any other person as its client in relation to the Acquisition or
any other matter or arrangement set out in this announcement and will not be
responsible to anyone other than Pod Point for providing the protections
afforded to clients of Panmure Liberum, nor for providing advice in relation
to the Acquisition or any other matter or arrangement referred to in this
announcement. Neither Panmure Liberum nor any of its affiliates (nor their
respective directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Panmure Liberum in connection
with the Acquisition, this announcement, any statement contained herein or
otherwise. No representation or warranty, express or implied, is made by
Panmure Liberum as to the contents of this announcement.

 

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Pod Point and for no-one else in connection with the matters
referred to in this announcement and will not be responsible to any person
other than Pod Point for providing the protections afforded to clients of
Canaccord Genuity, nor for providing advice in relation to the matters
referred to herein. Neither Canaccord Genuity nor any of its affiliates (nor
any of its or their respective directors, officers, employees, representatives
or agents) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Canaccord Genuity in
connection with the matters referred to in this announcement, or otherwise.

 

Further Information

 

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities of Pod Point in any jurisdiction in
contravention of applicable law. The Acquisition will be made solely pursuant
to the terms of the Scheme Document (or, if the Acquisition is to be
implemented by way of a Takeover Offer, the offer document), which contains
the full terms and conditions of the Acquisition, including details of how Pod
Point Shareholders may vote in respect of the Acquisition. Any vote, approval,
decision in respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in the Scheme Document (or any
other document by which the Acquisition is made by way of a Takeover Offer).

 

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and the
release of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
This announcement does not constitute a prospectus or prospectus equivalent or
exempted document.

 

No person should construe the contents of this announcement as legal,
financial or tax advice.

 

Overseas jurisdictions

 

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom, and the availability of the Acquisition to Pod
Point Shareholders who are not resident in the United Kingdom, may be
restricted by the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about and observe
such restrictions. Further details in relation to the Overseas Shareholders
will be contained in the Scheme Document. Any 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 Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.

 

Unless otherwise determined by EDF or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Acquisition is implemented by way of Takeover Offer
(unless otherwise permitted by applicable law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality (including, without limitation,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.

 

This announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and 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. Nothing in this announcement should be relied on for any other
purpose.

 

The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the UK Listing Rules, the London Stock Exchange and
the Financial Conduct Authority.

 

Additional information for US investors

 

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of the US tender offer and proxy
solicitation rules.

 

If, in the future, EDF exercises its right to implement the Acquisition by way
of a Takeover Offer, which is to be made into the US, such Takeover
Offer will be made in compliance with the applicable US laws and regulations,
including Section 14(e) and Regulation 14E under the US Exchange Act. Such a
Takeover Offer would be made in the US by EDF and no one else.

 

In the event that the Acquisition is implemented by way of Takeover Offer, in
compliance with applicable UK laws, EDF , its dealer manager (and their
advisers or affiliates), or its nominees, or its brokers (acting as agents),
may from time to time make certain purchases of, or arrangements to purchase,
shares or other securities of Pod Point other than pursuant to such Takeover
Offer before or during the period in which such Takeover Offer would remain
open for acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases or arrangements to purchase shall be
disclosed as required under UK laws, shall be reported to a Regulatory
Information Service and shall be available on the London Stock Exchange
website at www.londonstockexchange.com. To the extent that such information
is required to be publicly disclosed in the UK in accordance with applicable
regulatory requirements, this information will, as applicable, also be made
publicly available in the United States.

 

It may be difficult for US holders of Pod Point Shares to enforce their rights
and any claim arising out of the US federal securities laws in connection with
the Acquisition, since EDF and Pod Point are located in a non-US
jurisdiction, and some or all of their officers and directors may be residents
of a non-US jurisdiction. US holders of Pod Point Shares may not be able to
sue a non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.

 

The financial information included in this announcement, or that may be
included in the Scheme Document, has been, or will have been, prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this announcement, or that may
be included in the Scheme Document, has been, or will be, audited in
accordance with auditing standards generally accepted in the United States or
the auditing standards of the Public Company Accounting Oversight Board
(United States).

 

Neither the Acquisition nor this announcement have been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory authority, nor have
such authorities approved or disapproved or passed judgement upon the fairness
or the merits of the Acquisition, or determined if the information contained
in this announcement is adequate, accurate or complete. Any representation to
the contrary is a criminal offence in the United States.

 

The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its Pod Point Shares pursuant to the
Acquisition will likely be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as foreign and
other, tax laws. Each US holder of Pod Point Shares is urged to consult their
independent legal, tax and financial advisers regarding the tax consequences
of the Acquisition applicable to them, including under applicable US state and
local, as well as overseas and other, tax laws.

 

Forward-looking statements

 

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by EDF or Pod Point may contain statements about EDF and
Pod Point that are or may be deemed to 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", "shall",
"should", "anticipates", "estimates", "projects", "is subject to", "budget",
"scheduled", "forecast" 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 EDF's or
Pod Point's operations and potential synergies resulting from the Acquisition;
and (iii) the effects of government regulation on EDF's or Pod Point's
business.

 

Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of EDF and Pod Point about future events, and are therefore subject
to 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. These factors include the satisfaction of the Conditions,
as well as additional factors such as: increased competition, the loss of or
damage to one or more key customer relationships, changes to customer ordering
patterns, delays in obtaining customer approvals for engineering or price
level changes, the failure of one or more key suppliers, the outcome of
business or industry restructuring, the outcome of any litigation, changes in
economic conditions, currency fluctuations, changes in interest and tax rates,
changes in raw materials or energy market prices, changes in laws, regulations
or regulatory policies, developments in legal or public policy doctrines,
technological developments, the failure to retain key management, or the
timing and success of future acquisition opportunities or major investment
projects. Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward looking statements. Such forward
looking statements should therefore be construed in light of such factors.
Neither EDF nor Pod Point, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward looking statements in this announcement will actually occur. 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. All subsequent oral or written forward looking statements attributable
to any member of the EDF Group or the Pod Point Group, or any of their
respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.

 

EDF and Pod Point expressly disclaim any obligation to update any forward
looking or other statements contained herein, except as required by applicable
law or by the rules of any competent regulatory authority, whether as a result
of new information, future events or otherwise.

 

No profit forecasts or profit estimates or quantified financial benefit
statements

 

No statement in this announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for Pod Point or EDF for the current or
future financial years would necessarily match or exceed the historical
published earnings or earnings per share for Pod Point or EDF.

 

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 3.30 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 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(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.

 

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 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

 

A copy of this announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on EDF's website
at https://www.edfenergy.com/business-update-edf
(https://www.edfenergy.com/business-update-edf)  and on Pod Point's website
at https://investors.pod-point.com/firm-offer
(https://investors.pod-point.com/firm-offer)  by no later than 12.00 noon
(London time) on the Business Day following the publication of this
announcement.

 

For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this announcement.

 

Electronic Communications

 

Please be aware that addresses, electronic addresses and certain other
information provided by Pod Point Shareholders, persons with information
rights and other relevant persons for the receipt of communications from Pod
Point may be provided to EDF during the Offer Period as required under Section
4 of Appendix 4 of the Takeover Code.

 

Right to receive documents in hard copy form

 

In accordance with Rule 30.3 of the Takeover Code, Pod Point Shareholders,
participants in the Pod Point Share Plans and persons with information rights
may request a hard copy of this announcement, free of charge, by contacting
Pod Point's registrars, Equiniti Limited, at Aspect House, Spencer Road,
Lancing, West Sussex, BN99 6DA or by calling +44 (0) 371 384 2030. Calls are
charged at the standard geographic rate and will vary by provider. If calling
from outside the United Kingdom, please ensure the country code is used. Calls
outside the United Kingdom will be charged at the applicable international
rate. Lines are open between 8.30 am to 5.30 pm (London time), Monday to
Friday (except public holidays in England and Wales). For persons who receive
a copy of this announcement in electronic form or via a website notification,
a hard copy of this announcement will not be sent unless so requested. Such
persons may also request that all future documents, announcements and
information in relation to the Acquisition are sent to them 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.

 

General

 

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.

 

The Acquisition will be subject to English law, the jurisdiction of the Court,
and the applicable requirements of the Companies Act, the Takeover Code, the
Panel, the London Stock Exchange and the FCA.

 

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