Concrete manufacturer and supplier Readymix plc is to become a wholly-owned indirect subsidiary of Cemex Espana SC, a company within the Spanish-established Cemex Group, under a scheme of arrangement approved by the Commercial Court.
Mr Justice Peter Kelly approved the scheme after rejecting objections to it from two of Readymix’s smaller shareholders, Tom Goode and Seamus Maye. He also confirmed a reduction of the company’s share capital.
Rejection of the scheme was not justified on the evidence, would be unfair to almost 97% of shareholders who voted in favour of the scheme and no evidence of wrongdoing had been established, he said.
The 25c share price payable under the scheme represented a premium of about 733% on the closing price of 3c per company share on Jan 18 last and was “a substantial improvement” on the price of the shares over the last nine months.
Readymix, established in 1965, had a turnover of €45.1m for the year ended Dec 2011 and employed 310 people here and in the Isle of Man. Companies in the Cemex Group hold 61.2% of its ordinary shares.
At a meeting last month, 286 shareholders voted in favour of the resolution and eight against. Mr Maye, who owns 0.0000047% of shares affected by the scheme and Mr Goode, who owns 0.00063% of affected shares, voted against.
Mr Justice Kelly noted both Mr Goode and Mr Maye made serious allegations of wrongdoing and illegalities in the cement business, including anti-competitive behaviour and cartel activities.
Both objectors, through their companies, had sued Readymix plc, CRH plc, Irish Cement Ltd and others, he noted.
All the defendants had denied the claims and they had yet to come to trial for whatever reason, he also noted. The judge said lawyers for both objectors had accepted the allegations of wrongdoing and illegality could not be resolved in the hearing related to the scheme of arrangement.
He rejected complaints by the objectors the proposed scheme failed to give the ordinary shareholder a true picture of the proposed transaction.
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