

In addition, the Special Resolution must be passed at the General Meeting, to authorise the Spire Directors to implement the Scheme and to deal with certain ancillary matters, which requires the approval of Spire Shareholders present and voting representing at least 75 per cent.Īs at the Disclosure Date, no persons acting in concert with Ramsay had any interests in Spire Shares.5.3 Dealings in relevant securities in Spire Spire(a) During the Offer Period, none of the Spire Directors or their close relatives, related trusts and connected persons, nor any other person acting in concert with Spire has dealt in Spire Shares. With respect to an legal action brought in the District Court of Massachusetts, the venue shall be the Taunton District Court. Morgan Cazenove as to the financial terms of the Transaction, consider the terms of the Transaction to be fair and reasonable. The Spire Directors, who have been so advised by Goldman Sachs International and J.P. In addition to the irrevocable undertakings from the Spire Directors mentioned in paragraph 4 above, Ramsay UK has also received irrevocable undertakings from Mediclinic and the former Chairman of Spire, Garry Watts, to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the Spire Resolutions at the General Meeting in respect of, in aggregate, 120,576,912 Spire Shares, representing approximately 30.1 per cent.įurthermore, the Spire Directors have also taken account of Ramsay's intentions for the business, management and employees of Spire. Morgan Cazenove are providing independent financial advice to the Spire Directors for the purposes of Rule 3 of the Takeover Code.Īccordingly, the Spire Directors intend to recommend unanimously that Spire Shareholders vote in favour of the Scheme at the Court Meeting and the Spire Resolutions at the General Meeting as the Spire Directors who hold, or are otherwise beneficially interested in, Spire Shares have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 1,263,427 Spire Shares representing approximately 0.3 per cent. Morgan Cazenove have taken into account the commercial assessments of the Spire Directors.

(geometry) The part of a spiral generated in one revolution of the straight line about the pole.One of the sinuous foldings of a serpent or other reptile a coil.

(mining) A tube or fuse for communicating fire to the charge in blasting.The top, or uppermost point, of anything the summit.The spire of the church rose high above the town.A tapering structure built on a roof or tower, especially as one of the central architectural features of a church or cathedral roof.A beech wood with silver firs in it rolled down the face of the hill, and the maze of leafless twigs and dusky spires cut sharp against the soft blueness of the evening sky.(now rare) The stalk or stem of a plant.Definition of spire in English Dictionary
