BY

Passing of Written Resolution

Retrieved on: 
Sunday, December 10, 2023

On 7 November 2023, the Issuer announced the circulation of a notice of written resolution (the “Notice of Written Resolution”) requesting that holders of the Notes (the “Noteholders”) consider the extraordinary resolution set out in the Notice of Written Resolution being proposed as a written resolution (the “Written Resolution”), which contained the proposal by the Issuer for consent by the Noteholders by way of Written Resolution (as more fully described in the Notice of Written Resolution, the “Proposal”).

Key Points: 
  • On 7 November 2023, the Issuer announced the circulation of a notice of written resolution (the “Notice of Written Resolution”) requesting that holders of the Notes (the “Noteholders”) consider the extraordinary resolution set out in the Notice of Written Resolution being proposed as a written resolution (the “Written Resolution”), which contained the proposal by the Issuer for consent by the Noteholders by way of Written Resolution (as more fully described in the Notice of Written Resolution, the “Proposal”).
  • The Issuer today announces that:
    the requisite threshold required for the passing of the Written Resolution was achieved on 14 November 2023;
    the Eligibility Condition was satisfied on 14 November 2023; and
    the Registered Holder executed the Written Resolution on 15 November 2023.
  • Noteholders are urged to read the Notice of Written Resolution carefully, together with any other publicly available information on the Issuer and its group which such Noteholder shall deem necessary, before submitting an Output Instruction in connection with the Written Resolution.
  • Any questions relating to this Announcement or the Notice of Written Resolution should be addressed to the Tabulation Agent as follows:

Metro Bank Holdings PLC and Metro Bank PLC Confirm Settlement Date

Retrieved on: 
Thursday, December 7, 2023

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

Key Points: 
  • THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
  • Completion of the Equity Raise, the New MREL Notes Raise and the Debt Refinancing are inter-conditional (together, they are referred to herein as the “Transaction”).
  • On 27 November 2023, the Company announced the passing of the shareholder resolutions necessary to approve the Equity Raise.
  • Accordingly, subject only to Admission (as defined below), the Settlement Date of the Transaction (including the Equity Raise, the New MREL Notes Raise and the Debt Refinancing) shall be 30 November 2023.

Notice of Written Resolution

Retrieved on: 
Tuesday, November 7, 2023

The Issuer today announces the circulation of a notice of written resolution (the “Notice of Written Resolution”) requesting that holders of the Notes (the “Noteholders”) consider the extraordinary resolution set out in the Notice of Written Resolution being proposed as a written resolution, which contains the proposal by the Issuer for Noteholders to consent to amendments to the trust deed dated 17 September 2019 between Metro Bank PLC (“Metro Bank”) and The Law Debenture Trust Corporation p.l.c.

Key Points: 
  • The Issuer today announces the circulation of a notice of written resolution (the “Notice of Written Resolution”) requesting that holders of the Notes (the “Noteholders”) consider the extraordinary resolution set out in the Notice of Written Resolution being proposed as a written resolution, which contains the proposal by the Issuer for Noteholders to consent to amendments to the trust deed dated 17 September 2019 between Metro Bank PLC (“Metro Bank”) and The Law Debenture Trust Corporation p.l.c.
  • (the “Trustee”), as supplemented by a supplemental trust deed dated 19 May 2023 between the Issuer, the Trustee and Metro Bank (together, the “Trust Deed”), by way of a second supplemental trust deed to modify, upon prior satisfaction of the Effectiveness Conditions (as defined in the Notice of Written Resolution) and with effect on and from the Settlement Date (as defined in the Notice of Written Resolution and currently expected to be 30 November 2023), Condition 10(a) of the terms and conditions of the Notes such that the maturity date of the Notes will be the Settlement Date and the redemption of the Notes will be effected by way of delivery, to the holders thereof, of (i) the £1,000 in principal amount of the New MREL Notes (as defined in the Notice of Written Resolution) to be issued by the Issuer for each £1,000 in principal amount of Notes held by each such Noteholder and (ii) the Accrued Interest Amount (as defined in the Notice of Written Resolution) in cash, as well as consequential or related amendments to the Trust Deed (as more fully described in the Notice of Written Resolution, the “Proposal”).
  • Noteholders are urged to read the Notice of Written Resolution carefully, together with any other publicly available information on the Issuer and its group which such Noteholder shall deem necessary, before submitting a Voting Instruction in connection with the Written Resolution (each as defined in the Notice of Written Resolution).
  • Any questions relating to this Announcement or the Notice of Written Resolution should be addressed to the Tabulation Agent as follows:

The Committee to Restore Nymox Shareholder Value Reminds All Nymox Pharmaceutical Shareholders to Take Action and Demand Accountability at Upcoming November 8th Special Meeting

Retrieved on: 
Wednesday, November 1, 2023

As shareholders, collectively, we have been given a critical opportunity to restore Nymox at the upcoming Special Meeting.

Key Points: 
  • As shareholders, collectively, we have been given a critical opportunity to restore Nymox at the upcoming Special Meeting.
  • With the Special Meeting under two weeks away, we encourage shareholders to make their voices heard and act now to install new leadership and a new Board.
  • Unlike the Company’s concerning disregard for compliance with the law, we understand the quorum requirements for holding a shareholder meeting.
  • We believe Nymox shareholders are intelligent and will realize that the Company has attempted to mislead shareholders for years.

SPHINX INVESTEMENT CORP. ANNOUNCES EXTENSION OF TENDER OFFER TO PURCHASE ALL OUTSTANDING COMMON SHARES AND ASSOCIATED RIGHTS OF PERFORMANCE SHIPPING INC.

Retrieved on: 
Monday, October 30, 2023

The expiration date of the Offer has been extended to 11:59 p.m., New York City time, on November 15, 2023.

Key Points: 
  • The expiration date of the Offer has been extended to 11:59 p.m., New York City time, on November 15, 2023.
  • 1 thereto on October 30, 2023 (including the Offer to Purchase and the Letter of Transmittal) (the "Tender Offer Materials").
  • A solicitation and offer to purchase outstanding Shares is only being made pursuant to the Tender Offer Materials.
  • The Tender Offer Materials may be obtained at no charge at the website maintained by the Securities and Exchange Commission at www.sec.gov .

Jonathan Milner Issues Statement Responding to the Glass Lewis Report

Retrieved on: 
Monday, October 23, 2023

T: +44 7733 265 198 / E: [email protected]

Key Points: 
  • T: +44 7733 265 198 / E: [email protected]
    T: +44 (0)20 3709 5700 / E: [email protected]
    T: +1 646 677 1811 / E: [email protected]
    THIS DOCUMENT HAS BEEN ISSUED BY DR. JONATHAN MILNER ("DR. MILNER").
  • DR. MILNER STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
  • THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF DR. MILNER AS OF THE DATE HEREOF.
  • DR. MILNER HAS NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION CONTAINED HEREIN.

Crayfish BidCo has agreed conditional purchases of further Caverion shares which will, after FCCA approval, fulfill acceptance condition under tender offer; update on FCCA process

Retrieved on: 
Wednesday, October 18, 2023

HELSINKI, Oct. 18, 2023 /PRNewswire/ -- Crayfish BidCo Oy has today published the following information through a stock exchange release:

Key Points: 
  • Together with the Offeror's current shareholding, the Shares to be acquired under the Conditional Share Purchases represent approximately 67.77 percent of all outstanding shares (excluding treasury shares) in Caverion, which exceeds the minimum acceptance condition of more than two-thirds (2/3) of all Shares under the Tender Offer.
  • Once the Divestment Commitment has been fulfilled, all regulatory approvals necessary for the completion of the Tender Offer will have been obtained.
  • At the same time, we have successfully concluded the FCCA's phase II investigation and received conditional merger control clearance for our tender offer in Finland.
  • The Offeror currently expects that the supplement to the Tender Offer Document will be published during October 2023.

Jonathan Milner Issues Statement Responding to ISS Report

Retrieved on: 
Monday, October 16, 2023

T: +44 7733 265 198 / E: [email protected]

Key Points: 
  • T: +44 7733 265 198 / E: [email protected]
    T: +44 (0)20 3709 5700 / E: [email protected]
    T: +1 646 677 1811 / E: [email protected]
    THIS DOCUMENT HAS BEEN ISSUED BY DR. JONATHAN MILNER ("DR. MILNER").
  • DR. MILNER STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
  • THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF DR. MILNER AS OF THE DATE HEREOF.
  • DR. MILNER HAS NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION CONTAINED HEREIN.

Jonathan Milner releases presentation to Abcam plc shareholders, outlining reasons to reject Danaher's bid and strategic vision for the Company

Retrieved on: 
Monday, October 16, 2023

DR. MILNER STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Key Points: 
  • DR. MILNER STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
  • THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF DR. MILNER AS OF THE DATE HEREOF.
  • DR. MILNER IS NOT RESPONSIBLE TO ANY PERSON FOR PROVIDING ADVICE IN RELATION TO THE SUBJECT MATTER OF THIS DOCUMENT.
  • DR. MILNER HAS NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION CONTAINED HEREIN.

Jonathan Milner issues Open Letter to shareholders of Abcam plc

Retrieved on: 
Tuesday, October 10, 2023

T: +44 7733 265 198 / E: [email protected]

Key Points: 
  • T: +44 7733 265 198 / E: [email protected]
    T: +44 (0)20 3709 5700 / E: [email protected]
    T: +1 646 677 1811 / E: [email protected]
    THIS DOCUMENT HAS BEEN ISSUED BY DR. JONATHAN MILNER ("DR. MILNER").
  • DR. MILNER STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
  • THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF DR. MILNER AS OF THE DATE HEREOF.
  • DR. MILNER HAS NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION CONTAINED HEREIN.