Fulton Hogan Limited
Transaction Type: Company meeting (Allotment)
Independent Adviser(s): KordaMentha Limited (Rule 18)
Date of meeting: 25/10/2018
Exemption: Fulton Hogan Limited – Exemption Notice 2018
Fulton Hogan Limited (Fulton Hogan) sought exemptions from rule 6 of the Code in relation to:
- the Fulton Hogan share buyback scheme;
- an employee share bonus scheme and an employee share scheme; and
- an intra-family transfer scheme.
The exemptions were sought because two groups of shareholders, the Fulton family shareholders (currently numbering 110 persons), and the Hogan family shareholders (currently numbering 11 persons) both respectively held or controlled more than 20% of the voting rights on issue in Fulton Hogan. Due to the number of shareholders in each respective group, shareholder approval in accordance with the Code would have been extremely complicated.
The Panel granted the exemptions contained in the Takeovers Code (Fulton Hogan Limited) Exemption Notice 2018 (the Exemption Notice) to allow for the Fulton family shareholders and the Hogan family shareholders to respectively seek approval in relation to Code transactions as a group (rather than for approval to be sought for every member of each family group). The conditions to the exemptions replicated the approval requirements of the Code in relation to rules 7(c), 7(d) and the conditions to the buyback class exemption in Schedule 1 to the Takeovers Code (Class Exemptions) Notice (No 2) 2001. The conditions included, among other things, that the approvals of any increase in voting rights under the Exemption Notice be approved by ordinary resolutions and that the notice of meeting in respect of those resolutions be accompanied by an independent adviser’s report.
The Panel approved KordaMentha Limited to prepare the independent adviser’s report for the purposes of the conditions in the Exemption Notice.
On 25 October 2018, Fulton Hogan’s shareholders met to consider whether to approve increases in voting rights for the Fulton family shareholders and the Hogan family shareholders in accordance with the Exemption Notice. All of the resolutions that were considered at the special meeting were approved.
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