This Current Report on Form 8-K/A (this “Amendment”) amends and restates Item 5.07 in the Current Report on Form 8-K of Mimecast Limited, a public limited company organized under the Laws of the Bailiwick of Jersey (“Mimecast” or the “Company”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2022 (the “Original Form 8-K”). The scrutineer of elections subsequently provided corrected vote totals for the special meetings held on March 11, 2022. Although the corrected vote totals do not change the outcome of any of the matters submitted to a vote at the special meetings, the Company is filing this amendment to the Original Form 8-K to provide the corrected information from its scrutineer of elections.
Item 5.07 of the Original Form 8-K is amended and restated in its entirety to read as follows:
| ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
On March 11, 2022, Mimecast held a special court-ordered meeting of shareholders (the “Scheme Meeting”) and an extraordinary general meeting of shareholders (the “Company GM”), in each case, in connection with the previously announced transaction with Magnesium Bidco Limited, a private limited company incorporated in England & Wales (“Buyer”), pursuant to which Buyer will acquire the entire share capital of Mimecast in an all-cash transaction. Buyer is an affiliate of Permira Advisors LLC.
As of February 8, 2022, the beneficial holder record date for the Scheme Meeting and Company GM, and as of March 9, 2022, the record holder record date for the Scheme Meeting and Company GM, as applicable, there were an aggregate of 66,898,749 ordinary shares with a par value of $0.012 (the “Company Ordinary Shares”) outstanding and eligible to vote, each of which was entitled to one vote for each proposal at the Scheme Meeting and Company GM. At the Scheme Meeting, a total of 14 registered Company shareholders of record were present in person or by proxy who represented 50,491,133 Company Ordinary Shares, representing approximately 75.47% of the total Company Ordinary Shares issued and outstanding and entitled to vote, constituting a quorum to conduct business. At the Company GM, a total of 51,724,190 Company Ordinary Shares were represented in person or by proxy to vote on the Scheme and Articles Amendment Proposal, representing approximately 77.32% of the total Company Ordinary Shares issued and outstanding and entitled to vote, constituting a quorum to conduct business. The final results of voting on each of the items submitted to a vote of the shareholders at the Scheme Meeting and the Company GM are as follows:
Scheme Meeting:
Scheme Proposal: To approve the scheme of arrangement in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Royal Court of Jersey.
The following votes were cast at the meeting by registered shareholders of record (in person or by proxy) and the proposal was approved by the required majority in number of the registered Company shareholders of record who voted in person or by proxy at the Scheme Meeting and 75% of the votes cast by those Company shareholders who voted in person or by proxy at the Scheme Meeting:
| | | | |
| | | For | | Against |
Shareholders of Record in Number* | | 13 | | 2 |
| * | Fourteen shareholders of record voted at the Scheme Meeting. The total number of shareholders of record voting for and against the Scheme Proposal exceeds the total number of shareholders of record who voted, as one shareholder of record gave instructions for votes to be cast in favor of the resolution in respect of part of its holding of shares and against the resolution in respect of another part of its holding of shares. |
| | | | |
| | | For | | Against |
Number of Votes Cast by Such Holders | | 50,391,769 | | 99,364 |
The number of such votes cast in favor of the Scheme Proposal represented 75.33% of the 66,898,749 issued and outstanding shares eligible to vote at the Scheme Meeting.
