13 June 2012
RECOMMENDED CASH ACQUISITION OF GOINDUSTRY-DOVEBID PLC BY LIQUIDITY SERVICES LIMITED (A WHOLLY-OWNED SUBSIDIARY OF LIQUIDITY SERVICES, INC.) Approval of Scheme of Arrangement at Court Meeting and General MeetingOn 9 May 2012, GoIndustry-DoveBid plc (the "Company" or "GoIndustry") announced that the Boards of directors of the Company and Liquidity Services, Inc. ("Liquidity Services") had reached agreement on the terms of a recommended proposal for the cash acquisition of the entire issued and to be issued share capital of GoIndustry by Liquidity Services Limited ("Liquidity Services UK"), a wholly-owned subsidiary of Liquidity Services (the "Acquisition"). The Acquisition is to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and involves a reduction of the capital of the Company under section 641 of the Companies Act 2006.
On 23 May 2012, GoIndustry published and posted a circular (the "Scheme Document") to Shareholders of GoIndustry. The Scheme Document contains, amongst other things, the full terms and conditions of the Scheme and an explanatory statement in compliance with section 897 of the Companies Act 2006.
The Directors of GoIndustry are pleased to announce that at the Court Meeting and the General
Meeting held earlier today, all the resolutions proposed at the meetings were duly passed.
Court MeetingThe resolution to approve the Scheme of Arrangement proposed at the Court Meeting was decided on a poll and the resolution was passed. The result of the poll was as follows:-
Number of Scheme Shares voted | % of Scheme Shares voted | % of total Scheme Shares voted | |
For | 7,300,696 | 99.99% | 74.51% |
Against | 1,040 | 0.01% | 0.01% |
Of a total of 41 Scheme Shareholders who voted at the Court Meeting (in person or by proxy), 38 (approximately 92.68 per cent. in number) voted for and 3 (approximately 7.32 per cent. in number) voted against the resolution to approve the Scheme.
General MeetingBoth:-
(i) the special resolution to authorise the Directors to take actions necessary to effect the Scheme, to reduce the capital of the Company, to authorise the issue and allotment of New Shares by capitalising the reserve arising from the reduction and to approve the amendment to the Company's articles of association (by the adoption of a new article 167 - 'Scheme of Arrangement'); and
(ii) the ordinary resolution to approve the UK Share Sale Agreement and the US Assets Sale
Agreement;
were also decided on a poll and both resolutions were duly passed. The results of the polls (which were the same for both resolutions) were as follows:-
Special resolution and Ordinary resolution:-
Number of GoIndustry Shares voted | Percentage of GoIndustry Shares voted | Percentage of total GoIndustry Shares voted | |
For | 7,569,381 | 99.99% | 77.25% |
Against | 1,040 | 0.01% | 0.01% |
Withheld | 0 | 100% | 77.26% |
Of a total of 45 Shareholders who voted at the General Meeting (in person or by proxy), 42 (approximately 93.33 per cent. in number) voted for, 3 (approximately 6.67 per cent. in number) voted against and no Shareholders withheld their vote in respect of both the special resolution and the ordinary resolution.
TimetableCompletion of the Acquisition remains subject to the satisfaction (or, if appropriate, waiver by Liquidity Services) of the remaining conditions of the Scheme and the Acquisition set out in Part A of Part 3 of the Scheme Document, which include, amongst other things, the sanction of the Scheme by the Court at the Scheme Court Hearing scheduled to take place on 29 June 2012 and the confirmation of the Reduction of Capital by the Court at the Capital Reduction Court Hearing, scheduled to take place on 3
July 2012.
The expected timetable for the Acquisition remains as set out on page 10 of the Scheme Document and it is currently expected that the Scheme will become effective on 4 July 2012.
Suspension and Cancellation of trading in GoIndustry Shares on AIMPrior to the Scheme becoming effective, GoIndustry will make an application to the London Stock Exchange for the cancellation of the GoIndustry Shares from trading on AIM. Accordingly, it is expected that trading in the GoIndustry Shares on AIM will be suspended at 7.30 a.m. (London time) on [3] July
2012 and that, if the Scheme is sanctioned by the Court and the other conditions to the Scheme and the Acquisition (other than delivery of the Court Order to the Registrar of Companies in England and Wales) are satisfied or waived, the admission of the GoIndustry Shares to trading on AIM will be cancelled at
7.00 a.m. (London time) on 5 July 2012. The last day for dealings in, and for registration of transfers in
GoIndustry Shares will therefore be 2 July 2012.
Availability of Scheme DocumentThe Scheme Document is available for inspection on GoIndustry's website ( http://www.go- dove.com/company/InvestorRelations.asp) under the heading 'Recommended Cash Acquisition by Liquidity Services'.
Unless the context otherwise requires, terms defined in the Scheme Document have the same meaning in this announcement.
Enquiries: GoIndustry-DoveBid plc +44 20 7098 3700Neville Davis, Chairman
Jack Reinelt, Chief Executive Officer
Leslie-Ann Reed, Chief Financial Officer
WH Ireland Ltd. (Financial Adviser and Nominated Adviser to GoIndustry) +44 20 7220 1650Chris Fielding
James Bavister
St. Brides Media & Finance Ltd. (Public Relations Adviser to GoIndustry) +44 20 7236 1177Felicity Edwards
Liquidity Services, Inc. +1 202 467 6868Jim Rallo, Chief Financial Officer and Treasurer
1920 L Street, N.W.
6th Floor
Washington, D.C.
United States of America
RBC Capital Markets (Financial Adviser to Liquidity Services) +44 207 653 4000Stephen J. McPherson
Mark Rushton
WH Ireland, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for GoIndustry and
no one else in connection with the Acquisition and other
matters referred to in this announcement and the Scheme
Document and will not be responsible to any person other than
GoIndustry for providing the protections afforded to clients
of WH Ireland nor for giving advice in relation to the
Acquisition or any other matter or arrangement referred to in
this announcement.
RBC Capital Markets, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for
Liquidity Services UK and no one else in connection with the
Acquisition and other matters referred to in this
announcement and the Scheme Document and will not be
responsible to any person other than Liquidity Services UK
for providing the protections afforded to clients of RBC
Capital Markets nor for giving advice in relation to the
Acquisition or any other matter or arrangement referred to in
this announcement.
This announcement is for information purposes only and does
not constitute an offer to sell or an invitation to purchase
any securities or the solicitation of an offer to buy any
securities, pursuant to the Acquisition or otherwise. The
Acquisition will be made solely by means of the Scheme
Document, which contains the full terms and conditions of the
Acquisition, including details of how the Acquisition can be
approved and completed.
Whether or not certain GoIndustry Shares were voted at the
Court Meeting or the General Meeting, if the Scheme becomes
effective, those GoIndustry Shares will be cancelled or
transferred to Liquidity Services UK (or its nominee(s))
pursuant to the Scheme in return for the payment of 73 pence
in cash per GoIndustry Share.
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
requirements. 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
or an invitation to purchase or subscribe for any securities
or a solicitation of an offer to buy any securities pursuant
to this announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful. This
announcement has been prepared for the purposes of complying
with the laws of England and Wales and the 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 any jurisdiction outside England
and Wales.
The Acquisition relates to shares in a UK company and is
proposed to be effected by means of a scheme of arrangement
under the laws of England and Wales. A transaction effected
by means of a scheme of arrangement is not subject to the
proxy solicitation or tender offer rules under the Securities
Exchange Act of
1934, as amended. Accordingly, the Acquisition is subject to
the disclosure requirements, rules and practices applicable
in England and Wales to schemes of arrangement, which differ
from the requirements of the US proxy solicitation and tender
offer rules. However, if Liquidity Services UK were to elect
to implement the Acquisition by
means of a Takeover Offer (which it reserves the right to
do), such Takeover Offer will be made in compliance with all
applicable laws and regulations, including the US tender
offer rules, to the extent applicable.
The availability of the Acquisition to GoIndustry
Shareholders who are not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in
which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any
applicable requirements.
Unless otherwise agreed by Liquidity Services UK and
GoIndustry, or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be
made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the
Scheme by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do
so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this announcement and
all documents relating to the Acquisition are not being, and
must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into
or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction, and persons receiving
this announcement and all documents relating t o the
Acquisition (including custodians, nominees and trustees)
must not mail or otherwise distribute or send them in, into
or from such jurisdictions where to do so would violate the
laws in that jurisdiction.
Copies of this announcement and the Scheme Document will be
available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on
GoIndustry's website at http://www.go-
dove.com/company/InvestorRelations.asp,
under the heading 'Recommended Cash Acquisition by
Liquidity Services' up to and including the Scheme
Effective Date.
For the avoidance of doubt, the content of the website
referred to above is not incorporated into and does not form
part of this announcement.
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