01st August 2011
Avis Europe plc ("Avis Europe") is pleased to announce that, at the Court Meeting held earlier today, the scheme of arrangement in relation to the proposed acquisition by AE Consolidation Limited (a wholly owned subsidiary of Avis Budget Group, Inc.) (the "Scheme") between Avis Europe and Scheme Shareholders was approved by the requisite majority. Subsequently, at the General Meeting, the Special Resolution to approve the Scheme was passed by the requisite majority of the Avis Europe Shareholders.
Any capitalised term used but not defined in this announcement is as defined in the Scheme Document dated 11 July 2011.
Court Meeting
At the Court Meeting, a majority in number of the Scheme Shareholders who voted (either in person or by proxy), representing 94.02 per cent. in value of the Scheme Shares, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast were as follows:
|
Number of
Scheme
Shares voted |
Percentage of
Scheme
Shares voted |
Number of
Scheme Shareholders
who voted |
Percentage of
voting Scheme
Shareholders |
Number of
Scheme
Shares voted
as a
percentage of
the total
number of
Scheme Shares |
| FOR |
157,388,479 |
99.96 |
2,108 |
94.02 |
80.46 |
| AGAINST |
56,599 |
0.04 |
134 |
5.98 |
0.03 |
Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.
General Meeting
At the General Meeting the Special Resolution was passed by the requisite majority on a show of hands. The full text of the Special Resolution is contained in the Notice of General Meeting set out in the Scheme Document, which is available on Avis Europe's website at www.avis-europe.com. In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the Special Resolution passed at the General Meeting has been submitted to the National Storage Mechanism.
The proxy voting results for the Special Resolution were as follows:
| |
Number of voting Avis Europe Shares |
Percentage of voting Avis Europe Shares |
| FOR (including at Chairman's discretion) |
157,456,995 |
99.97 |
| AGAINST |
54,347 |
0.03 |
| WITHHELD |
453,618 |
n/a |
| Total votes cast |
157,115,342 |
100 |
Votes withheld do not count in the total of votes cast.
Issued share capital: 195,610,761 ordinary shares of 10 pence each.
Next Steps
The date of the hearing to sanction the Scheme is expected to be 28 September 2011 and the hearing to confirm the Capital Reduction is expected to be 30 September 2011. If the Court sanctions the Scheme and confirms the Capital Reduction, it is expected that the Scheme will become effective on 3 October 2011 and the cancellation of admission to trading of Avis Europe Shares on the London Stock Exchange will take place by no later than 8:00 a.m. on 7 October 2011.
The dates stated above are indicative only and will depend, among other things, on the dates on which the Court sanctions the Scheme and confirms the Capital Reduction, and the date on which the Conditions set out in Part 3 of the Scheme Document are satisfied or (if capable of waiver) waived.
Enquiries:
Avis Europe plc
Pascal Bazin, (Chief Executive Officer)
Martyn Smith, (Chief Financial Officer) |
Tel: +44 (0) 1344 42 6644 |
| |
|
Barclays Capital (financial adviser to Avis Europe)
Matthew Smith
Stuart Ord |
Tel: +44 (0)20 7623 2323 |
| |
|
MHP Communications (public relations adviser to Avis Europe)
Andrew Jaques
Barnaby Fry
Simon Hockridge |
Tel: +44 (0)20 3128 8100 |
Barclays Capital, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Avis Europe and no one else in connection with the Acquisition and will not be responsible to anyone other than Avis Europe for providing the protections afforded to its clients for providing advice in relation to the Acquisition or in relation to the contents of this announcement or any transaction or any other matters referred to herein.
The release, publication or distribution of this 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 legal and regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Subject to compliance with their legal and regulatory obligations, Avis Budget, AE Consolidation and Avis Europe do not intend, or undertake any obligation, to update any forward-looking statement, whether as a result of new information, future events or otherwise.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will be made available on the following website: www.avis-europe.com.