Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 23, 2021, GW Pharmaceuticals plc (the "Company") held a meeting of
shareholders convened with the permission of the High Court of Justice of
England and Wales (the "Court" and, such meeting, the "Court Meeting") and a
general meeting of shareholders (the "General Meeting" and, together with the
Court Meeting, the "Shareholder Meetings"), in each case in connection with the
previously announced transaction whereby Jazz Pharmaceuticals UK Holdings
Limited, a private limited company incorporated in England and Wales and an
indirect wholly owned subsidiary of Jazz Pharmaceuticals Public Limited Company,
a public limited company incorporated in the Republic of Ireland, will acquire
the entire issued and to be issued share capital of the Company (the
"Transaction") pursuant to a scheme of arrangement under Part 26 of the United
Kingdom Companies Act 2006 (the "Scheme of Arrangement"). The Company filed its
Definitive Proxy Statement for the proposals voted on at the Shareholder
Meetings with the Securities and Exchange Commission on March 15, 2021, as
supplemented on April 14, 2021 (the "Proxy Statement").
As of 6:00 p.m. (London time) on April 21, 2021, the voting record time for the
Shareholder Meetings, the Company's issued share capital consisted of
378,535,952 ordinary shares carrying one vote each. 239,078,361 ordinary shares
of the Company were voted by shareholders present in person (including remotely
via virtual meeting platform) or by proxy at the Court Meeting. 238,920,196
ordinary shares of the Company were voted by shareholders present in person
(including remotely via virtual meeting platform) or by proxy on the special
resolution at the General Meeting, and 238,350,664 ordinary shares of the
Company were voted by shareholders present in person (including remotely via
virtual meeting platform) or by proxy on the ordinary resolution at the General
Meeting. All votes at both the Court Meeting and the General Meeting were
conducted on a poll.
The final results of voting on each of the items submitted to a vote of the
Company's shareholders at the Court Meeting and the General Meeting are set
forth below.
The consummation of the Transaction remains subject to closing conditions,
including the sanction of the Scheme of Arrangement by the Court.
Court Meeting
Proposal 1: To approve (with or without modification) the Scheme of Arrangement
between the Company and the holders of the Scheme Shares (as defined in the
Scheme of Arrangement).
The Company's shareholders approved the proposal with the following results:
% OF SCHEME % OF SCHEME
FOR SHARES FOR AGAINST SHARES AGAINST
238,677,167 99.83 401,194 0.17
Of the 251 record shareholders voting on the proposal, 243 record shareholders
or 96.81% of those voting voted in favor of the proposal and 8 record
shareholders or 3.19% of those voting voted against the proposal.
General Meeting
Special Resolution: To authorize (i) the Board of Directors of the Company to
take all action necessary or appropriate for carrying the Scheme of Arrangement
into effect and (ii) making certain amendments to the articles of association of
the Company in order to facilitate the Transaction.
The Company's shareholders approved the special resolution with the following
results:
FOR % FOR AGAINST % AGAINST WITHHELD
238,570,587 99.85 349,609 0.15 250,353
Ordinary Resolution: To approve, on an advisory, non-binding basis, the
compensation that may be paid or become payable to the Company's named executive
officers in connection with the Transaction and the agreements or understandings
pursuant to which such compensation may be paid or become payable.
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The Company's shareholders approved the ordinary resolution (on
a non-binding, advisory basis) with the following results:
FOR % FOR AGAINST % AGAINST WITHHELD
141,863,550 59.52 96,487,114 40.48 819,885
Further information regarding each of the foregoing proposals is set forth in
the Proxy Statement.
Item 8.01 Other Events.
Results Announcement Press Release
On April 23, 2021 the Company issued a press release announcing the results of
the Shareholder Meetings. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Scheme Court Hearing Timing and Attendance
The Court has listed the hearing of the Company's application to sanction the
Scheme of Arrangement for May 5, 2021 (the "Scheme Court Hearing"). Details of
the Scheme Court Hearing (including the time and name of the Judge) will be
available on the Business and Property Courts Rolls Building Cause List (under
the heading "Insolvency & Companies Court List (Chancery Division)") at
https://www.gov.uk/government/publications/business-and-property-courts-rolls-building-cause-list
on the day before the Scheme Court Hearing. This timetable assumes that the
Scheme Court Hearing will conclude within a single day and the court order
sanctioning the Scheme of Arrangement will be issued on the same day. The dates
and times are indicative only and are subject to change. Any shareholder of the
Company or other interested party is entitled to attend the Scheme Court Hearing
virtually via video conference. Any interested party wishing to receive a link
to attend the virtual Scheme Court Hearing and/or to obtain further details in
relation to the conduct of the hearing should write to the Chancery Division
Listings Office at: chanceryjudgeslisting@justice.gov.uk who will put them in
touch with the relevant person. Any Scheme Shareholder (as defined in the Scheme
of Arrangement) wishing to make submissions at the Scheme Court Hearing should
also write to the Company's solicitors, Slaughter and May, by 12:00 p.m. (London
time) on April 29, 2021, at: GWSanctionHearing@slaughterandmay.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
99.1 Press Release, dated April 23, 2021
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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