RECOMMENDED FINAL CASH OFFER
FOR
DAEJAN HOLDINGS PLC
BY
DOCK NEWCO LIMITED
RESULTS OF THE COURT MEETING
On 21 February 2020, the board of directors of Dock Newco Limited (“Dock” or “BidCo”) and the independent non-executive director (the “Daejan Independent Director”) of Daejan Holdings plc (“Daejan”) jointly announced a recommended final cash offer for the entire issued and to be issued share capital of Daejan not already owned directly or indirectly by the Freshwater Concert Party (the “Offer”) to be effected by means of a scheme of arrangement between Daejan and the Relevant Daejan Shareholders under Part 26 of the Companies Act 2006 (the “Scheme”).
Capitalised terms used in this announcement, unless otherwise defined, have the meanings given to them in the circular relating to the Scheme sent to Scheme Shareholders on 3 April 2020 (the “Scheme Document”).
Daejan hereby announces that at the Court Meeting held earlier today in connection with the Scheme the resolution proposed (details of which are set out in the notice of Court Meeting contained in Part 12 of the Scheme Document) was passed by a majority in number representing over 75 per cent. in value of Scheme Shareholders who voted either in person or by proxy at the Court Meeting and, accordingly, the Scheme was approved.
At the Voting Record Time, the Company had 16,295,357 ordinary shares of 25 pence each in issue, all of which are credited as fully paid and none of which are held in treasury, of which 3,346,964, being the Scheme Shares, were not held by the Freshwater Concert Party. Therefore the total number of voting rights of the Scheme Shareholders in the Company on the Voting Record Time for the purposes of the Court Meeting was 3,346,964.
The detailed voting results in relation to the Court Meeting are set out below.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, who voted in advance by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.
|
Resolution |
Number of Scheme Shareholders who voted |
% of the voting Scheme Shareholders |
Number of Scheme Shares voted |
% of Scheme Shares which were voted |
|
For |
271 |
98.55 |
1,473,752 |
99.23 |
|
Against |
4 |
1.45 |
11,378 |
0.77 |
|
Total |
275 |
100.00 |
1,485,130 |
100.00 |
Timetable
The outcome of today's Court Meeting means that Condition 1(a) and Condition 2(a) (as set out in Part A of Part 4 of the Scheme Document) have both been satisfied.
The Scheme remains subject to sanction by the Court at the Court Hearing and the delivery of a copy of the Court Order to the Registrar of Companies (as set out in Part A of Part 4 of the Scheme Document). The Court Hearing is currently scheduled for 5 May 2020 at a time yet to be confirmed by the Court. If this date is for whatever reason changed, we will give adequate notice of the updated date and time of the Court Hearing by issuing an announcement through a Regulatory Information Service.
The expected timetable of principal events for the implementation of the Scheme remains as set out on page 11 of the Scheme Document other than the date for de-listing of Daejan Shares which due to the bank holiday on Friday 8 May 2020 will now take place at 8.00 am on Monday 11 May 2020.