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Aggreko Plc — Proxy Solicitation & Information Statement 2011
May 10, 2011
74738_rns_2011-05-10_9ff1b92b-73cd-44ef-a0d4-e5e823cd131f.pdf
Proxy Solicitation & Information Statement
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take you should immediately consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other independent financial adviser who is authorised under the Financial Services and Markets Act 2000.
This Election Form should be read in conjunction with the circular relating to the Return of Cash sent to Shareholders dated 10 May 2011 (the "Circular"). Unless the context otherwise requires, the definitions used in the Circular apply in this Election Form.
If you have sold or transferred, or sell or transfer prior to 4.30 p.m. on 8 July 2011, your entire holding of Existing Ordinary Shares in Aggreko, please send the Circular, but not this personalised Election Form, as soon as possible to the purchaser or transferee of those shares or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such an act would constitute a violation of the relevant laws of such jurisdiction.
The Initial Purchase Offer and Retention of B Shares are not being offered to shareholders in the United States, Australia, Canada, Japan or the Republic of South Africa. Accordingly, this Election Form is not being and must not be mailed or otherwise forwarded, distributed or sent into the United States, Australia, Canada, Japan or the Republic of South Africa. The attention of Shareholders who are (and trustees, nominees or custodians holding Shares for persons who are) resident in, or citizens, residents or nationals of, territories outside the United Kingdom, is drawn to paragraph 7 of Part 3 of the Circular.
AGGREKO PLC
ELECTION FORM
for use by Shareholders in respect of the
INITIAL PURCHASE OFFER AND/OR RETENTION OF B SHARES
in relation to the proposed Return of Cash to Shareholders
IF YOU WISH TO RECEIVE THE SINGLE B SHARE DIVIDEND ON ALL OF YOUR B SHARES, DO NOT COMPLETE OR RETURN THIS ELECTION FORM. THE SINGLE B SHARE DIVIDEND WILL BE PAID AUTOMATICALLY ON ALL B SHARES IN RESPECT OF WHICH THE SHAREHOLDER HAS NOT ELECTED FOR ONE OR MORE OF THE OTHER CHOICES.
ACTION TO BE TAKEN IF YOU WISH TO TAKE UP CHOICE 2: INITIAL PURCHASE OFFER, CHOICE 3: RETENTION OF B SHARES OR A MIXTURE OF B SHARE CHOICES.
- Complete Boxes 2 and/or 3 on page 3 in the manner prescribed by Note 2/3 on page 2.
- Sign Box 4(A) or Box 4(B) on page 4 in the manner prescribed in Note 4 on page 2. In the case of joint holdings, all joint holders must sign.
- Fill in your daytime contact telephone number in Box 5 and, if relevant, complete Box 6(A) and/or Box 6(B).
- The duly completed and signed Election Form should be sent either by post or by hand (during normal business hours) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, so as to be received not later than 1.00 p.m. on 20 June 2011. Any Shareholder who does not return a validly completed Election Form by 1.00 p.m. on 20 June 2011 shall be deemed to have elected for Choice 1: Single B Share Dividend unless, and other than to the extent that, Aggreko exercises its discretion to accept elections in respect of Choice 3: Retention of B Shares following this date. A reply-paid envelope is enclosed for your convenience. No acknowledgement of receipt of documents will be given.
- Only one Election Form should be completed per registered holding. If you hold Existing Ordinary Shares in both certificated and uncertificated form, you should complete an Election Form for your holding of B Shares in certificated form. In addition, you should complete a TTE instruction for B Shares to be held in uncertificated form (see paragraph 4 in Part 7 of the Circular). If you need assistance in completing the Election Form or have any queries relating to it you should telephone Capita Registrars on 0871 664 0321 (or +44 20 8639 3399 if calling outside the UK). Calls to 0871 664 0321 from within the UK cost 10 pence per minute plus network extras. Calls to +44 20 8639 3399 from outside the UK are charged at applicable international rates. Please note that Capita Registrars will not provide advice on the merits of the Return of Cash or give any financial or tax advice. You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.
- Please read paragraphs 5 and 7 of Part 3 of the Circular, which sets out the terms and conditions of the Initial Purchase Offer which are deemed to be incorporated in and form part of this Election Form.
- An Election Form returned in an envelope postmarked from the United States, Australia, Canada, Japan or the Republic of South Africa or otherwise appearing to Aggreko or its agents to be sent from those jurisdictions will not be accepted as a valid election.
- Election Forms which are incorrectly completed may be rejected and returned to Shareholders or their appointed agent.
- Aggreko reserves the right, in its absolute discretion, to treat as valid Election Forms (other than any purported Election Form postmarked or otherwise dispatched from the United States, Australia, Canada, Japan or the Republic of South Africa) which are incorrectly completed.
Instructions for Completion of the Election Form
1
PLEASE CHECK THESE DETAILS:
- Name(s) and address: If your name(s) and address are shown incorrectly on this Election Form for your Existing Ordinary Shares see Note 6(B) below.
- Registered holding of Shares: this sets out the total number of certificated Existing Ordinary Shares recorded against your name(s) on the Register on 6 May 2011
- If you do not buy, sell or transfer any Ordinary Shares between 6 May 2011 and 4.30 p.m. on 8 July 2011, then this number will also be the number of B Shares that you will receive and may make an election for.
If you have any queries regarding your shareholding, you should telephone Capita Registrars 0871 664 0321 (or +44 20 8639 3399 if calling outside the UK). Calls to 0871 664 0321 from within the UK cost 10 pence per minute plus network extras. Calls to +44 20 8639 3399 from outside the UK are charged at applicable international rates.
2/3
ELECTIONS
You may choose to (i) receive the Single B Share Dividend, (ii) accept the Initial Purchase Offer, (iii) elect for the Retention of B Shares, or (iv) split your B Shares between more than one B Share Choice.
TO MAKE ONE CHOICE IN RESPECT OF ALL OF YOUR B SHARES:
To receive Choice 1: the Single B Share Dividend for all of your B Shares you need take no further action. You should not complete the Election Form. Shareholders who do not return the Election Form will automatically receive the Single B Share Dividend for all their B Shares.
To elect for Choice 2: the Initial Purchase Offer for all of your B Shares you should write ALL in Box 2.
To elect for Choice 3: Retention of B Shares for all of your B Shares you should write ALL in Box 3.
TO SPLIT YOUR B SHARES BETWEEN MORE THAN ONE CHOICE:
To split your B Shares between Choices 1 and 2:
Enter, in numbers, the number of B Shares you wish to be subject to the Initial Purchase Offer in Box 2 and leave Box 3 blank. The balance of your holding will receive the treatment described in Choice 1: Single B Share Dividend.
To split your B Shares between Choices 1 and 3:
Enter, in numbers, the number of B Shares you wish to retain in Box 3 and leave Box 2 blank. The balance of your holding will receive the treatment described in Choice 1: Single B Share Dividend.
To split your B Shares between Choices 2 and 3:
Enter, in numbers, the number of B Shares you wish to be subject to the Initial Purchase Offer in Box 2 and write BALANCE in Box 3.
To split your B Shares between Choices 1, 2 and 3:
Enter, in numbers, the number of B Shares you wish to be subject to the Initial Purchase Offer in Box 2 and the number of B Shares you wish to retain in Box 3. The balance of your holding will receive the treatment described in Choice 1: Single B Share Dividend.
Please see Section D on page 4 for the default positions where the Election Forms are incorrectly completed or where your holding of Ordinary Shares changes between the end of the Election Period and the Record Date.
4
SIGNATURES
If you wish to participate in the Initial Purchase Offer and/or the Retention of B Shares, you MUST sign Box 4(A) or 4(B) as appropriate, regardless of which other Box(es) you complete. In the case of a joint holding, all joint holders must sign.
By signing Box 4(A) or Box 4(B) you irrevocably undertake, represent, warrant and agree as provided in paragraph 5 of Part 3 of the Circular, including as provided in paragraph 7 of Part 3 of the Circular in relation to certain matters concerning jurisdictions outside the United Kingdom.
Each individual signatory must sign Box 4(A) in the presence of an independent witness, who must be over 18 years of age and must not be one of the joint registered holders of, or otherwise have any financial interest in, the relevant shares or in the proceeds resulting from the execution of this Election Form. The witness should state his or her name and address and sign where indicated. The same person may witness each signature of joint holders.
A company incorporated in Great Britain may execute this Election Form under its common seal, which should be affixed in Box 4(B) and witnessed in accordance with its articles of association or other applicable regulations, or may execute it as a deed by two directors or one director and the company secretary or by one director in the presence of a witness. A company incorporated outside Great Britain should execute this Election Form either under its seal as above, if applicable, or by the signature of a person or persons who, in accordance with the laws of the territory in which the company is incorporated, is or are acting under the express or implied authority of the company. Each officer signing this Election Form should state the office which he holds under his signature.
If this Election Form is not signed by the registered holder(s), insert the name(s) and the capacity (e.g. executor(s)) of the person(s) signing this Election Form. You should deliver evidence of your authority in accordance with the Notes on page 4.
5
DAYTIME TELEPHONE NUMBER
Please enter in Box 5 a daytime telephone number (including international dialing code) where you can be reached in the event of a query arising from the completion of this Election Form.
6
(A) ALTERNATIVE NAME AND ADDRESS FOR CONSIDERATION AND RETURNED DOCUMENT(S)
If you want your consideration and/or documents to be sent to someone other than the first-named registered holder at the address set out at the top of page 3 (e.g. your bank manager or stockbroker), you should complete Box 6(A), but not with an address in the United States, Australia, Canada, Japan or the Republic of South Africa.
(B) CHANGE OF NAME/ADDRESS DEFAULT
If the name and address at the top of page 3 has changed or is incorrect, please complete Box 6(B) with your new/correct name and address
Page 3
ELECTION FORM
PLEASE COMPLETE IN BLOCK CAPITALS
INSTRUCTIONS AND FURTHER NOTES ARE SET OUT ON PAGES 2 AND 4
1
Name(s) and address(es) of registered holder(s) and your registered holding of Existing Ordinary Shares as at the close of business on 6 May 2011 (for information purposes only)
IVC:
Registered Holding of Existing
Ordinary Shares held by you
as at close of business on
6 May 2011:
To Aggreke ph:
I/We whose signature(s) appear(s) in Box 4(A)/4(B), having received the Circular, hereby elect to sell, pursuant to the Initial Purchase Offer by the Company, at 55 pence per share the number of B Shares indicated in Box 2 and which are recorded against my/our name(s) on the Register at 8.15 a.m. on 11 July 2011 for settlement in cash and/or elect to retain the number of B Shares indicated in Box 3, on the terms and subject to the conditions set out in Part 3 of the Circular and in this Election Form.
I/We also irrevocably appoint the Company and/or any director of the Company as my/our attorney and/or agent for the Shareholder(s) with authority to exercise all rights, powers and privileges attached to my/our B Shares indicated in Box 2 and to do all acts and things and to execute all such deeds and other documents as such attorney and/or agent shall consider necessary for giving effect to my/our election in respect of the Initial Purchase Offer.
2
ELECTION TO CHOOSE THE INITIAL PURCHASE OFFER
Box 2
Write ALL if you wish to elect for the Initial Purchase Offer for all of your B Shares, or insert the number of B Shares for which you wish to elect for the Initial Purchase Offer if you are splitting your election between Choice 2 and one or both of the other Choices (see note 2/3 on page 2)
3
ELECTION TO CHOOSE RETENTION OF B SHARES
Box 3
Write ALL if you wish to elect to retain all of your B Shares, write BALANCE if you have inserted a number in Box 2 and wish to retain the remainder of your holding of B Shares, or insert the number of B Shares which you wish to elect to retain if you are splitting your election between Choice 1 and Choice 3 or between all three Choices (see note 2/3 on page 2)
4
SIGN HERE TO PARTICIPATE IN THE INITIAL PURCHASE OFFER AND/OR THE RETENTION OF B SHARES
| Box 4(A) Signature by individual
Executed and delivered as a deed by: | Witnessed by: | |
| --- | --- | --- |
| First Holder | 1. Name | Address |
| 1 | Signature | Address |
| | 2. Name | Address |
| Joint holders | Signature | Address |
| 2 | 3. Name | Address |
| | Signature | Address |
| 3 | 4. Name | Address |
| | Signature | Address |
| Note: The signature of each registered holder should be witnessed, and the witness must also sign and print his name and address where indicated | | |
| Box 4(B) Execution by a company
Executed and delivered as a deed by: | Affix seal here if applicable: | |
| --- | --- | --- |
| Name of company
(the "company") whose common seal was affixed in the presence of/acting by* its director and secretary or two directors or one director in the presence of a witness or, in the case of a company incorporated outside Great Britain, by the person(s) named opposite who, in accordance with the laws of the territory in which the company is incorporated, is/are acting under the authority of the company.
- Please delete as applicable | Signature of director or in the case of a company incorporated outside Great Britain, first authorised person | Name of director/first authorised person |
| | Signature of second director, secretary, witness or, in the case of a company incorporated outside Great Britain, second authorised person if applicable | Name of second director/secretary/witness/(if applicable) second authorised person
(Address of witness (if applicable): |
| Note: If this Election Form is executed on behalf of a company by a director signing in the presence of a witness, the witness must also sign and must print his name and address where indicated | | |
5
DAYTIME TELEPHONE NUMBER
Box 5 Please enter here a daytime telephone number (including STD Code) where you can be reached in the event of a query arising from completion of this Election Form:
6
ALTERNATIVE AND/OR CHANGES OF ADDRESS
Box 6(A)
Name and address (outside the United States, Australia, Canada, Japan, and the Republic of South Africa) to which consideration or returned documents should be sent, if not set out as above (to be written in BLOCK CAPITALS).
Name
Address
Post Code
Box 6(B)
New/correct name and/or registered address (to be written in BLOCK CAPITALS)
Name
Address
Post Code
IF YOU WISH TO RECEIVE THE SINGLE B SHARE DIVIDEND IN RESPECT OF ALL OF YOUR B SHARES, PLEASE DO NOT COMPLETE AND RETURN YOUR ELECTION FORM
Page 4
FURTHER NOTES REGARDING THE COMPLETION AND LODGING OF THIS ELECTION FORM
In order to be valid, this Election Form must, except as mentioned below, be executed personally as a deed by the registered holder(s) or under a power of attorney which should be lodged with this Election Form.
The following points are made to avoid delay and inconvenience:
A. Where a power of attorney has been granted:
If this Election Form is signed on behalf of a registered holder under a power of attorney, the original power of attorney under which it is signed (or a duly certified copy, as provided in the Powers of Attorney Act 1971 of England and Wales) must be lodged with this completed Election Form with Capita Registrars at the address given on page 1. No other signatures will be accepted. Capita Registrars will note the power of attorney and return it as directed.
B. If the sole holder has died:
If probate or letters of administration has/have been registered with Capita Registrars, this Election Form must be executed by the personal representative(s) of the deceased, each in the presence of a witness, and lodged with Capita Registrars at the address given on page 1. If probate or letters of administration has/have been granted but has/have not been registered with Capita Registrars, the personal representative(s) should execute this Election Form and lodge it with Capita Registrars at the address given on page 1 of this Election Form with the share certificate(s) and/or other document(s) of title, and a copy of the probate or letters of administration must be lodged as soon as possible thereafter and in any event not later than 1.00 p.m. on 20 June 2011 if you wish to accept the Initial Purchase Offer or Retention of B Shares choices for any of your B Shares in order to validate this Election Form.
C. If one or more of the joint holders has died:
This Election Form shall be valid if validly completed and executed by all the surviving holders, each in the presence of a witness, and lodged with Capita Registrars at the address given on page 1 of this Election Form, accompanied by share certificate(s) and/or other document(s) of title, and, in all cases, a copy of the death certificate, probate or letters of administration in respect of the deceased joint holder.
D. The following instructions set out default positions where Election Forms are incorrectly completed or where your holding of Existing Ordinary Shares changes between the end of the Election Period and the Record Date:
If you enter a number in Box 2 that is greater than your shareholding on 11 July 2011 your election in respect of Choice 2: Initial Purchase Offer will be reduced to your actual holding. If you have written ALL or BALANCE in Box 2, your election will be treated as being for Choice 2: Initial Purchase Offer in respect of all of the B Shares which you receive.
If you leave Box 2 blank and enter a number in Box 3 that is greater than your shareholding on 11 July 2011, your election in respect of Choice 3: Retention of B Shares will be reduced to your actual holding. If you leave Box 2 blank and have written ALL or BALANCE in Box 3, your election will be treated as being for Choice 3: Retention of B Shares in respect of all of the B Shares which you receive.
If you have entered a number in Box 2 and written ALL or BALANCE in Box 3, your election in respect of Choice 2: Initial Purchase Offer will be fulfilled first, and, if this does not exceed your actual holding, the balance of the B Shares which you receive will be subject to the treatment described in Choice 3: Retention of B Shares.
If you have entered numbers in both Boxes 2 and 3 and the total of B Shares entered in Boxes 2 and 3 is greater than your shareholding on 11 July 2011, your election in respect of Choice 2: Initial Purchase Offer will be fulfilled first, and, if this does not exceed your actual holding, the balance of the B Shares which you receive will be subject to the treatment described in Choice 3: Retention of B Shares.
If you elect for Choice 2: Initial Purchase Offer for your entire holding by entering ALL or BALANCE in Box 2, anything entered in Box 3 will be disregarded.
Shareholders will automatically receive the Single B Share Dividend for all their B Shares for which no election is made or is treated as being made under the provisions set out above in respect of Choice 2: Initial Purchase Offer or Choice 3: Retention of B Shares.
Any Election Form completed by a person who is not a holder of B Shares at the B Share Record Date will be disregarded and will be ineffective.
Kindly Note: This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders or (ii) uniquely designated accounts.
Aggreko plc and Capita Registrars accept no liability for any instruction that does not comply with the conditions set out in this Election Form and the Circular.
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