RECOMMENDED CASH ACQUISITION
of
SIRIUS MINERALS PLC
by
ANGLO AMERICAN PROJECTS UK LIMITED
a wholly owned subsidiary of
Anglo American plc
Results of Court Meeting and General Meeting held on 3 March 2020
On 20 January 2020, the boards of Sirius Minerals Plc (Sirius), Anglo American plc (Anglo American) and Anglo American Projects UK Limited (Bidco) announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Sirius by Bidco (the Acquisition), to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the Scheme)
Capitalised terms used in this announcement, unless otherwise defined, have the meanings given to them in the scheme circular relating to the Scheme sent to Sirius Shareholders on 7 February 2020 (the Scheme Document).
Sirius hereby announces that at the Court Meeting and the General Meeting held earlier today in connection with the Scheme all resolutions proposed (details of which are set out in the notices of the Meetings contained in Parts Eight and Nine of the Scheme Document) were passed by the requisite majorities and, accordingly, the Scheme was approved.
Russell Scrimshaw, Chairman of Sirius, said “The positive outcome from today’s meeting secures a return for shareholders, and provides greater certainty in terms of safeguarding the Project, protecting the jobs of our employees, and allowing the community, region and the UK to continue to benefit from the Project.”
At the Court Meeting, a majority in number of the Scheme Shareholders who voted (either in person or by proxy) and who together represented over 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders, approved the Scheme.
At the General Meeting, Sirius Shareholders passed special resolutions to, among other things, amend Sirius’s articles of association in connection with the Scheme, authorise the Sirius Directors to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect and, subject to and conditional on the Scheme becoming effective, re-register Sirius as a private limited company.
At the Voting Record Time and the Specified Time, Sirius had 7,020,196,560 Sirius Shares in issue, with a nominal value of 0.25p each. As at the Voting Record Time and the Specified Time, Sirius held no Sirius Shares in treasury.
The detailed voting results in relation to the Court Meeting and the General 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, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time. Therefore, in respect of the Court Meeting, the total number of voting rights in Sirius as at the Voting Record Time was 7,020,196,560.
|
Number of Scheme Shares voted |
Percentage of Scheme Shares voted |
Number of Scheme Shareholders who voted |
Percentage of Scheme Shareholders who voted |
Number of Scheme Shares voted as a percentage of issued share capital entitled to vote on the Scheme |
|
|
FOR |
2,403,640,984 |
80.28 |
812 |
61.80 |
34.24 |
|
AGAINST |
590,294,711 |
19.72 |
502 |
38.20 |
8.41 |
|
TOTAL |
2,993,935,695 |
100 |
1,314(1) |
100 |
42.65 |
Notes:
(1) The total number in this column of those holders of Scheme Shares present and voting includes 29 registered members who gave instructions for votes to be cast in favour of the resolution to approve the Scheme in respect of part of their holding of Scheme Shares and against the resolution to approve the Scheme in respect of another part of their holding (the Split Voters). Those Split Voters have been double-counted for the purposes of the total figure in this column.
Voting results of the General Meeting
The table below sets out the results of the poll at the General Meeting. Each holder of Sirius Shares, present in person or by proxy, was entitled to one vote per Sirius Share held at the Specified Time. Therefore, in respect of the General Meeting, the total number of voting rights in Sirius as at the Specified Time was 7,020,196,560.
|
FOR |
AGAINST |
TOTAL |
WITHHELD* |
|||
|
Resolution |
No. of votes |
% of votes |
No. of votes |
% of votes |
No. of votes |
No. of votes |
|
Scheme Resolution |
2,444,076,475 |
80.39 |
596,348,939 |
19.61 |
3,040,425,414 |
43.31 |
|
Re-registration Resolution |
2,448,983,620 |
80.56 |
590,893,849 |
19.44 |
3,039,877,469 |
43.30 |
* A vote withheld is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes “For” or “Against” each resolution.
Timetable
The outcome of today’s Court Meeting and General Meeting means that Conditions 2.1 and 2.2 (as set out in Part A of Part Three of the Scheme Document) have been satisfied.
The Scheme remains subject to the 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 Three of the Scheme Document). Sirius will give adequate notice of the date and time of the Court Hearing, once known, 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 8 of the Scheme Document.
A copy of Sirius’s amended articles of association is available on Sirius’s website at www.siriusminerals.com/investors/firm-offer-from-anglo-american-plc and on Anglo American’s website at www.angloamerican.com/offer. A copy of the Resolutions passed at the General Meeting will be submitted to the FCA and will shortly be available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.
