Merlin Shares definition
Examples of Merlin Shares in a sentence
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 set out in paragraph 15, applications will be made for the cancellation of the listing of Merlin Shares on the Official List and the cancellation of trading of the Merlin Shares on the London Stock Exchange.
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.
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.
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.
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.
This will avoid any person (other than Bidco or its nominee(s)) being left with Merlin Shares after the Scheme becomes Effective.The Special Resolution is set out in the notice of General Meeting in Part XI (Notice of General Meeting) of this Document and seeks the approval of Merlin Shareholders for such amendments.
Overseas holders of Merlin Shares and Merlin ADS Holders should refer to Part VII (Additional Information for Overseas Shareholders and Merlin ADS Holders) of this Document which contains important information relevant to such holders.
The one-off cash payment will be equal to the additional profit which the participants would have received had they been able to exercise their options over the full number of Merlin Shares otherwise available at the end of a six-month period following the date of the Scheme Court Hearing (or if there is less than six months to maturity of the relevant savings contract, following the relevant maturity date) and had those Merlin Shares been acquired on the terms of the Scheme.
In light of this, and noting that the Merlin Remuneration Committee will apply the relevant performance targets to those awards that are subject to performance conditions, it was considered appropriate to disapply time pro-rating.On the vesting of PSP awards, participants will be entitled to an additional number of Merlin Shares by way of dividend equivalent under the rules of the PSP.