TIDMTAL
RNS Number : 0251C
Ten Alps PLC
25 April 2012
Ten Alps Plc
Result of EGM
Media group Ten Alps Plc ("Ten Alps" or the "Company") is
pleased to announce that all resolutions proposed at the
extraordinary general meeting (EGM) held earlier today were duly
passed.
The Resolutions passed at the EGM were as follows:
1. an ordinary resolution to approve the Waiver from the
obligations on the Concert Party that would otherwise arise under
Rule 9 of the Takeover Code. This resolution was taken on a poll by
Independent Shareholders voting in person or by proxy at the
EGM;
2. an ordinary resolution to authorise the Directors to allot
the Subscription Shares and to provide the Directors with a general
authority to allot an additional 126,270,500 ordinary shares of 2p
each (Ordinary Shares).
3. a special resolution to authorise the Directors to allot the
Subscription Shares and to allot an additional 25,254,100 Ordinary
Shares, in each case other than on a pre-emptive basis.
The Concert Party comprises Herald Investment Trust plc (HIT)
together with Herald Venture Limited Partnership (HVLP), Herald
Venture Limited Partnership II (HVLP II), Herald Venture Limited
Partnership III (HVLP III) and the John Booth Parties. HIT, HVLP,
HVLP II and HVLP III are deemed to be acting in concert (as defined
in, and for the purposes of, the Takeover Code) by reason of the
investments of each such entity being managed since their inception
by Herald Investment Management Limited (HIML). Directors and key
employees of HIT, HVLP, HVLPII, HVLP III, and HIML are also deemed
to be in concert with them. John Booth, a director of HIML, holds
shares in his own name and is subscribing, together with The John
Booth Charitable Trust, for shares pursuant to the
Subscription.
Issue of Ordinary Shares and Total Voting Rights
As a result, the Company will now issue 120,000,000 Ordinary
Shares pursuant to the Subscription.
Application has been made for the Subscription Shares to be
admitted to trading on AIM, which is expected to occur on or around
26 April 2012. The Subscription Shares will, if they are admitted,
rank pari passu with existing ordinary shares in the Company.
Following admission to trading of the Subscription Shares, the
Company will have an issued share capital of 252,541,012 ordinary
shares of 2 pence each. The Company has no shares in Treasury,
therefore the total number of voting rights in the Company will be
252,541,012 .
The above total voting rights figure may be used by shareholders
as the denominator for the calculations by which they will
determine whether they are required to notify their interests in,
or a change to their interest in, the Company under the FSA's
Disclosure and Transparency Rules.
Directors' and other shareholdings
Following the issue of 120,000,000 Ordinary Shares, HIT and
other members of the Concert Party, Directors and other investors
will be interested in the ordinary shares of the Company following
the Subscription as follows:
Number of Percentage Number of new Number of Percentage
Ordinary of Ordinary Ordinary Shares Ordinary of Enlarged
Shares held Shares held to be acquired Shares following Share
prior to prior to pursuant to completion Capital
the Subscription the Subscription the Subscription of the Subscription
Directors
P M Bertram 312,500 0.24 2,000,000 2,312,500 0.92
N Patel 330,500 0.25 600,000 930,500 0.37
R F Z Geldof
KBE 4,324,728 3.26 7,050,000 11,374,728 4.50
T J D Hoare 4,161,000 3.14 4,000,000 8,161,000 3.23
A B Walden 68,750 0.05 - 68,750 0.03
Concert Party
HIT 31,360,343 23.66 52,539,400 83,899,743 33.22
HVLP 1,856,930 1.40 - 1,856,930 0.74
HVLP II 825,388 0.62 - 825,388 0.33
HVLP III 660,367 0.50 - 660,367 0.26
John Booth
Parties 3,218,750 2.43 24,594,800* 27,813,550* 11.01
--------------- ------------------ ------------------ ------------------ --------------------- -------------
Concert Party 37,921,778 28.61 77,134,200 115,055,978 45.56
--------------- ------------------ ------------------ ------------------ --------------------- -------------
Others
Artemis 4,375,000 3.30 19,675,800 24,050,800 9.52
Caldwell 4,484,305 3.80 8,000,000 12,484,305 4.94
*Included in these amounts are 10,000,000 shares to be acquired
on behalf of The John Booth Charitable Trust
Definitions
Capitalised terms used, but not defined in this announcement
shall have the meaning as given to them in the announcement and
circular to Shareholder (Circular) published by the Company on 2
April 2012.
A copy of the Circular is available the Company's website,
www.tenalps.com.
For further information, please contact:
Ten Alps plc
Peter Bertram, Chairman Tel: +44 (0) 20 7878
2311
c/o Moira McManus
www.tenalps.com
Grant Thornton, Nominated Adviser Tel: +44 (0) 20 7383
5100
Colin Aaronson / Jen Hatter
www.grant-thornton.co.uk
Canaccord Genuity, Broker
Bhavesh Patel/ Kit Stephenson Tel: +44 (0) 20 7050
6500
www.canaccordgenuity.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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