Exel: Shareholder Approvals and Completion of US Anti-Trust Process11/16/2005, 12:00 AM CET
The Board of Exel plc ("Exel") announces that, at the Court Meeting held earlier today, the Scheme was approved by the requisite majority. Subsequently, at the Exel EGM, a special resolution to approve the Scheme and provide for its implementation was also passed by the requisite majority on a show of hands.
Voting results for the resolution to approve the Scheme at the Court Meeting: Percentage of votes for: 97.97% Percentage of votes against: 2.03%
Proxy voting results for the special resolution at the Exel EGM: Percentage of proxy votes for: 98.43%
Percentage of proxy votes against: 1.57% Number of proxy votes withheld: 379,667
In addition, the U.S. Federal Trade Commission has granted early termination of the premerger waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Completion of the Offer remains subject to the satisfaction or, if permitted, waiver of the remaining conditions to the Offer set out in the Scheme Document including, inter alia, the sanction of the Scheme by the Court and the reduction of capital. The hearing of the petition to the Court to sanction the Scheme and to confirm the reduction of capital is expected to take place on 9 December, 2005 and 12 December, 2005 respectively. It is expected that the last day for dealings in Exel Shares will be 9 December, 2005 and that the Scheme will become effective on 13 December, 2005.
The Mix and Match Facility and Loan Note Alternative will remain open until 11.00 a.m. on 8 December 2005.
Copies of the resolutions passed at the Court Meeting and the Exel EGM have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:
The Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS
Capitalised terms used in this announcement have the same meaning as in the Scheme Document addressed to Exel Shareholders and dated 24 October 2005.
Merrill Lynch International ("Merrill Lynch") and UBS Investment Bank are acting for Exel in connection with the Offer and no one else and will not be responsible to anyone other than Exel for providing the protections afforded to clients of Merrill Lynch or UBS Investment Bank or for providing advice in relation to the Offer or any other matters referred to in this announcement.
JPMorgan Cazenove is acting as joint corporate broker to Exel in connection with the Offer and no one else and will not be responsible to anyone other than Exel for providing the protections afforded to clients of JPMorgan Cazenove or for providing advice in relation to the Offer or any other matters referred to in this announcement.
Morgan Stanley & Co. Limited ("Morgan Stanley") is acting for Deutsche Post in connection with the Offer and no one else and will not be responsible to anyone other than Deutsche Post for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Offer or any other matters referred to in this announcement.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this announcement is released, published or distributed should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any security, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.
The New Deutsche Post Shares and Loan Notes to be issued to Exel Shareholders under the Offer have not been, and will not be, registered under the Securities Act or under the securities laws of any state, district or other jurisdiction of the United States, or of Canada, Australia or Japan and no regulatory clearances in respect of the registration of New Deutsche Post Shares or Loan Notes have been, or will be, applied for in any jurisdiction. It is expected that the New Deutsche Post Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, Exel Shareholders who are or will be deemed to be "affiliates" of Exel or Deutsche Post prior to, or of Deutsche Post after, the Effective Date will be subject to certain transfer restrictions relating to the New Deutsche Post Shares received in connection with the Offer.