On 24 November 2016, the Dee Valley Board announced that it was recommending this Revised Severn Trent Proposal.
On 11 January 2017, the Dee Valley Board announced that it had come to their attention that a series of approximately 445 recent transfers of small holdings in Voting Ordinary Shares had taken place (the “Transfers”) which may distort the outcome of the shareholder vote held today at the Court Meeting convened in connection with the Scheme.
Dee Valley obtained directions from the Court (the “Court Direction”), that the chairman of the Court Meeting (the “Chairman”) may not accept the votes of the holders of the Voting Ordinary Shares which were subject to the Transfers (the “Transferred Shares”). This was intended to allow the Scheme to proceed to the Scheme Court Hearing, currently set for 18 January 2017, in circumstances where the votes of the Transferred Shares could otherwise have caused the Scheme to lapse without all interested parties being given the opportunity to make representations. At the Scheme Court Hearing, the Court will be given the opportunity to assess whether the Transferred Shares should have been counted for the purposes of voting on the Scheme at the Court Meeting.
To assist the Court's analysis at the Scheme Court Hearing the Court Direction required the Chairman to report to the Court the outcome of the Court Meeting in the alternative (a) that the votes relating to the Transferred Shares were not accepted and (b) that they were accepted.
Results of Court Meeting and General Meeting
Court Meeting
At the Court Meeting, having not accepted the votes of the holders of the Transferred Shares, a majority in number of Scheme Shareholders who voted (either in person or by proxy) representing 87.20 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. Accordingly, the resolution proposed at the Court Meeting was passed on a poll vote. Details of the votes (having not accepted the votes of the holders of the Transferred Shares) are as follows:
|
|
Number of Scheme Shareholders who voted |
Number of Scheme Shares voted |
% of Scheme Shares voted |
% of Scheme Shareholders who voted |
Number of Scheme Shares voted as a % of the issued share capital* |
|
For |
363 |
1,454,463 |
87.20% |
91.90% |
35.14% |
|
Against |
32 |
213,513 |
12.80% |
8.10% |
5.16% |
|
Total |
395 |
1,667,976 |
100.00% |
100.00% |
40.30% |
* The total number of Scheme Shares in issue at the Scheme Voting Record Time was 4,138,902.