Examples of Merlin Shares in a sentence
Merlin Shares which will be acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the Effective Date.
In particular, the ability of persons who are not resident in the United Kingdom to vote their Merlin Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located.
Bidco has received irrevocable undertakings from each of the Merlin Independent Directors who own Merlin Shares to vote (or procure voting) in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting in respect of their own beneficial holdings of Merlin Shares (or those Merlin Shares over which they have control) totalling 7,420,712 Merlin Shares, representing approximately 0.72 per cent.
As at the close of business on 27 June 2019 (being the last practicable date prior to the date of this announcement), KIRKBI had a beneficial interest in 302,971,529 Merlin Shares, representing approximately 29.58 per cent.
The board of Berkeley Bidco Limited ("Bidco") and the Independent Directors of Merlin Entertainments plc ("Merlin") are pleased to announce that they have agreed the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Merlin, other than Merlin Shares owned or controlled by KIRKBI.
Accordingly, the Merlin Independent Directors intend to recommend unanimously that, in the case of the Court Meeting, the Scheme Shareholders and, in the case of the General Meeting, Merlin Shareholders vote in favour of the resolutions relating to the Acquisition at the Meetings as the Merlin Independent Directors who hold Merlin Shares have irrevocably undertaken to do in respect of their own beneficial holdings totalling 7,420,712 Merlin Shares (representing approximately 0.72 per cent.
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Bidco has also received an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting from ValueAct, in respect of 95,224,988 Merlin Shares representing approximately 9.30 per cent.
IntroductionOn 28 June 2019 the Merlin Independent Directors and the board of Bidco announced that they had agreed the terms of a recommended cash acquisition pursuant to which Bidco will acquire the entire issued and to be issued share capital of Merlin, other than Merlin Shares owned or controlled by KIRKBI, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
Details of the approvals being sought at the Court Meeting and the General Meeting and the action to be taken by Merlin Shareholders in respect of the Acquisition and Scheme are set out in section 18 of Part II (Explanatory Statement) of this Document.Details relating to the cancellation of listing of the Merlin Shares and settlement of the cash consideration offered by Bidco are included in sections 13 and 14 of Part II (Explanatory Statement) of this Document.