Results of Court Meeting and Extraordinary General Meeting
Not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction
Results of Court Meeting and Extraordinary General Meeting
Recommended cash acquisition of ClinPhone plc by PAREXEL International Holding UK Limited, an indirect wholly-owned subsidiary of PAREXEL International Corporation (the "Acquisition")
The board of ClinPhone plc is pleased to announce that, at the Court Meeting and General Meeting of eligible ClinPhone Shareholders held earlier today, ClinPhone Shareholders voted to approve, by the necessary majorities, the scheme of arrangement under sections 895 to 899 of Companies Act 2006 and other associated matters to implement the Acquisition. Details of the special resolutions are set out in the notices of the meetings contained in the Scheme document posted to ClinPhone Shareholders on 27 June 2008 (the "Scheme Document").
Voting results of Court Meeting
The vote was conducted by way of a poll and the results were as follows:-
Number of eligible Shareholders casting votes
FOR - 102 (80.95%)
AGAINST - 24 (19.05%)
Number of votes cast by the eligible Shareholders
FOR - 47,662,214 (99.57%)
AGAINST - 207,073 (0.43%)
Voting results of General Meeting
The special resolutions to approve certain steps to give effect to the Scheme were duly passed on a show of hands. The proxy votes cast were as follows:-
Resolution 1
FOR - 52,387,192 (99.62%)
AGAINST - 200,235 (0.38%)
ABSTAINED - 0 (0%)
Resolution 2
FOR - 52,387,442 (99.62%)
AGAINST - 199,985 (0.38%)
ABSTAINED - 0 (0%)
Resolution 3
FOR - 52,386,083 (99.62%)
AGAINST - 201,344 (0.38%)
ABSTAINED - 0 (0%)
Resolution 4
FOR - 52,387,442 (99.62%)
AGAINST - 199,985 (0.38%)
ABSTAINED - 0 (0%)
The implementation of the Acquisition remains conditional on the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the sanction of the Scheme and the confirmation of the Capital Reduction by the Court. It is anticipated that the Court hearing to sanction the Scheme will take place on 8 August 2008 and the Court hearing to confirm the Capital Reduction will take place on 13 August 2008, with the Scheme becoming Effective on 14 August 2008 and cheques being despatched or settlement through CREST being within 14 days of the Scheme becoming Effective.
Terms defined but not used in this announcement shall (unless the context otherwise requires) have the same meanings as set out in the Scheme Document.
In accordance with Rule 9.6 of the Listing Rules, copies of the resolutions have been submitted to the UK Listing Authority and will be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Enquiries:
ClinPhone
- Steve Kent, Chief Executive Officer, +44 (0)115 955 7333
- Scott Brown, Chief Financial Officer, +44 (0)115 955 7333
UBS Investment Bank (financial advisor to ClinPhone)
- Doug McCutcheon
- Jonathan Evans
Piper Jaffray Ltd. (broker to ClinPhone)
- James Steel
- Will Carnwath
The directors of ClinPhone accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of ClinPhone (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts.
UBS Investment Bank is acting as financial advisor for ClinPhone in connection with the Acquisition and for no one else in connection with the Acquisition and will not be responsible to anyone other than ClinPhone for providing the protections afforded to clients of UBS Investment Bank nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in this announcement.
Piper Jaffray Ltd. is acting as broker to ClinPhone in connection with the Acquisition and for no one else in connection with the Acquisition and will not be responsible to anyone other than ClinPhone for providing the protections afforded to clients of Piper Jaffray Ltd. nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in this announcement.
Overseas jurisdictions
The release, publication or distribution of the following announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared in accordance with English law, the City Code and the Disclosure and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
This announcement is not intended to, and does not, constitute or form part of any offer or invitation 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. The Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any voting decision, acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document or the Offer Document (as applicable).
In particular, this announcement is not an offer of securities for sale in the United States.
Notice to US Holders: 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 rules or the proxy solicitation rules under the US Securities Exchange Act of 1934 (as amended). 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 US tender offer and proxy solicitation rules. If, in the future, PAREXEL International Holding UK Limited exercises its right to implement the Acquisition by way of an Offer and determines to extend the Offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom, which may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States and that are subject to US auditing and auditor independence standards.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of ClinPhone, all "dealings" in any "relevant securities" of ClinPhone (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes Effective (or if implemented by way of an Offer, the Offer becomes, or is declared, unconditional as to acceptances) or otherwise lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of ClinPhone, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of ClinPhone by PAREXEL or ClinPhone, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
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