FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Rule 13a
- 16 or 15d - 16 of
The Securities and Exchange Act of 1934
For the Month of July, 2007
HANSON PLC
1 Grosvenor Place, London, SW1X 7JH, England
[Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40F.]
Form 20-F X Form 40-F
[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]
Yes No X
July 31, 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
Hanson PLC - Results of Court Meeting and Extraordinary General Meeting.
Hanson PLC ("Hanson" or the "Company") announces that at the meeting convened by
the Court and held earlier today, July 31, 2007, (the "Court Meeting") and at
the subsequent Extraordinary General Meeting, the Scheme of Arrangement (the
"Scheme") to implement the recommended acquisition of Hanson by Lehigh UK
Limited ("Lehigh"), a wholly-owned direct subsidiary of HeidelbergCement AG, at
a price of 1100 pence per ordinary share was considered. At both the Court
Meeting and at the Extraordinary General Meeting, shareholders approved the
Scheme by the requisite majority.
The voting results in relation to the Court Meeting and the Extraordinary
General Meeting are summarised below:
Scheme Court Meeting
Description Votes for % of Votes % of
Shares against Shares
voted voted
1. To approve the Scheme. 266,143,901 99.64 966,172 0.36
Extraordinary General Meeting
Description Votes for % of Votes % of Votes
Shares against Shares withheld
voted voted
1. Special resolution to 278,178,336 99.59 1,150,469 0.41 171,743
authorise the directors of the
Company to take all such actions as
they consider necessary or
appropriate for carrying the Scheme
into effect; to approve the
reduction of the Cancellation Shares
of the Company and subsequent
restoration of the share capital of
the Company; and to amend the
articles of association of the
Company.
In total, 9,337 shareholders holding, in aggregate, 267,110,073 Shares voted at
the Court Meeting and shareholders holding, in aggregate, 279,328,805 Shares
voted at the Extraordinary General Meeting. The number of Shares eligible to be
voted excluded those Shares held by Lehigh and HeidelbergCement AG and Shares
held in treasury. Voting at both meetings was by poll.
The expected timetable, which remains subject to regulatory approvals, of the
remaining principal events required to implement the Scheme is as follows:
August 20, 2007 Court Hearing Date (to sanction the Scheme)
August 22, 2007 Last day of dealings in, and for registration of
transfers of, Hanson Shares
August 23, 2007 Court Hearing Date (to approve the Reduction of
Capital)
August 24, 2007 Effective Date of the Scheme
Lehigh is required under the terms of the Scheme to despatch the consideration
pursuant to the Scheme not more than 14 days after the Effective Date.
Capitalised terms used, but not defined, in this announcement have the same
meaning given to them in the circular posted to shareholders on June 25, 2007
(the "Scheme Document").
Enquiries:
Paul Tunnacliffe
Hanson PLC
+44 (0)20 7245 1245
The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are subject to
the law of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements. This announcement
has been prepared for the purpose of complying with English law and the Code and
the information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
The availability of the Scheme Document to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Such persons
should inform themselves about and observe any applicable requirements of those
jurisdictions.
This announcement is not intended to and does not constitute, or form part of,
any offer or invitation to purchase any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Proposals or otherwise. The
Proposals have been made solely through the Scheme Document, which contains the
full terms and conditions of the Proposals, including details of how to vote in
respect of the Proposals. Any response to the Proposals should be made only on
the basis of the information contained in the Scheme Document.
Rothschild, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting exclusively for Hanson and no one
else in connection with the Proposals and will not be responsible to anyone
other than Hanson for providing the protections offered to clients of Rothschild
nor for providing advice in relation to the Proposals or any other matters
referred to in this announcement.
The Loan Notes that may be issued pursuant to the Proposals have not been and
will not be registered under the Securities Act of 1933 as amended (the "
Securities Act") or under the relevant securities laws of any state or territory
or other jurisdiction of the United States. Accordingly, Loan Notes may not be
offered or sold in the United States, except in a transaction not subject to, or
in reliance on an exemption from, the registration requirements of the
Securities Act and such state securities laws.
Any Loan Notes which may be issued pursuant to the Proposals have not been and
will not be registered under the relevant securities laws of Japan and any
relevant clearances and registrations have not been, and will not be, obtained
from the securities commission of any province of Canada. No prospectus in
relation to the Loan Notes has been, or will be, lodged with, or registered
with, the Australian Securities and Investments Commission or the Japanese
Ministry of Finance. Accordingly, unless otherwise determined by Lehigh and
permitted by applicable law and regulation, the Loan Notes may not be offered,
sold, resold, transferred, delivered or distributed, directly or indirectly in
or into Canada, Australia or Japan or any other jurisdiction where to do so
would violate the laws of that jurisdiction or would require registration
thereof in such jurisdiction.
No other listing authority or equivalent has reviewed, approved or disapproved
this announcement, the Proposals or the Loan Notes nor has it expressed a view
on the accuracy or adequacy of this announcement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.
HANSON PLC
By:
/s/ Graham Dransfield
Date: July 31, 2007