Recommended cash acquisition of The Baltic Exchange Limited (“Baltic Exchange”) by a wholly owned subsidiary Singapore Exchange Limited, by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006.
The Baltic Exchange is pleased to announce that shareholders approved the Scheme of Arrangement proposed in the circular posted to shareholders on 24 August 2016 (the “Scheme Circular”) at the meeting convened pursuant to an order of the High Court and held earlier today (the “Court Meeting”).
At the general meeting immediately following the Court Meeting (the “General Meeting”), shareholders also passed the special resolution approving, amongst other things, amendments to the articles of association and the ordinary resolution approving the Special Dividend, as proposed in the notice of the General Meeting included in the Scheme Circular.
At the Court Meeting held on 26 September 2016 at the Company’s registered office at The Baltic Exchange, 38 St Mary Axe, London EC3A 8BH, the resolution to approve the Scheme of Arrangement between SGX and Scheme Shareholders, proposed to be made under Part 26 the Companies Act 2006 (the “Scheme”), was passed by the requisite majority of Scheme Shareholders by way of a poll.
The results of voting at the Court Meeting were as follows:
|Resolution to approve the scheme||For||Against|
Number of votes:
|416,080 (98.64%)||5,750 (1.36%)|
|Number of voters:||228 (95%)||12 (5%)|
The total number of votes validly cast was 421,830 representing 87.18% of the Scheme Shares, and 64.17% of the Scheme Shareholders entitled to vote at the Court Meeting.
At the General Meeting held on 26 September 2016 immediately following the Court Meeting, the resolutions set out in the notice of the General Meeting included in the Scheme Circular were both passed by the requisite majorities of shareholders by way of a poll. The resolutions comprised a special resolution approving the Scheme and certain corporate authorities requisite to the Scheme (including changes to the Company’s articles of association) and an ordinary resolution to approve the Special Dividend.
The results of voting at the General Meeting were as follows:
|For||Against||Total number of votes cast|
(% of votes cast)
|417,930 (98.64%)||5,750 (1.36%)||423,680|
(% of votes cast)
|419,430 (99%)||4,250 (1%)||423,680|
Shares in issue: 483,860
The above figures include votes cast by way of proxy. Votes withheld are not counted in the proportion of votes “for” or “against”.
Implementation of the Scheme remains subject to the satisfaction of certain conditions which are set out in Part Three of the Scheme Circular. These include: (i) the UK Financial Conduct Authority having given notice in writing under section 189(4) of the Financial Services and Markets Act 2000 (“FSMA”) of its approval (or being treated as having given its approval by virtue of section 189(6) of FSMA) of the acquisition of Baltic Exchange Derivatives Trading Limited (a subsidiary of Baltic Exchange) which is a UK authorised person; and (ii) the High Court making an order sanctioning the Scheme at a Court hearing which is expected to take place as soon as possible following such FCA approval being obtained.
Payment of the Special Dividend is conditional upon the Scheme becoming effective; if the Scheme does not become effective, the Special Dividend shall not be paid to shareholders. The Special Dividend shall be payable, subject to the Scheme becoming effective, to those shareholders on the Company’s register of shareholders at 6.00 p.m. on the business day before the hearing at which the Court will be asked to sanction the Scheme. The Special Dividend would be paid to eligible shareholders at the same time as the Cash Price is despatched to shareholders, which shall be not later than 14 days after the date on which the Scheme becomes effective.
Capitalised terms used but not otherwise defined in this announcement have the meaning given to them in the Scheme Circular.