Fulton Hogan Limited
Transaction Type: Company meeting (Allotment)
Independent Adviser(s): Calibre Partners Limited (Rule 18)
Date of meeting: 26/10/2023
Exemption: Fulton Hogan Limited - Exemption Notice 2023
Fulton Hogan Limited (Fulton Hogan) sought exemptions from rule 6 of the Code in relation to:
- a share buyback scheme;
- allotments to members of the Fulton and Hogan families who were also employees of Fulton Hogan under the company’s employee share scheme; and
- intra-family transfers of shares.
The exemptions were sought because two groups of shareholders, the Fulton family shareholders (currently numbering 115 persons), and the Hogan family shareholders (currently numbering 11 persons) each held or controlled more than 20% of the voting rights on issue in Fulton Hogan and it was likely that some of the members of each family were associated for the purposes of the Code. Due to the number of shareholders in each respective group and the difficulties in assessing whether or not some or all of the shareholders were associated, obtaining shareholder approval in accordance with the Code would have been problematic.
The Panel granted the exemptions contained in the Takeovers Code (Fulton Hogan Limited) Exemption Notice 2023 (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 largely 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 Calibre Partners Limited to prepare the independent adviser’s report for the purposes of the conditions in the Exemption Notice.
At a special meeting on 26 October 2023, the Fulton Hogan shareholders (excluding the Fulton/Hogan family shareholders) approved all of the resolutions relating to the increases in voting rights for the Fulton family shareholders and the Hogan family shareholders in accordance with the Exemption Notice.
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