TIDMETQ TIDMFAN
RNS Number : 0118J
Energy Technique PLC
14 December 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
14 December 2015
RECOMMENDED CASH OFFER
for
Energy Technique plc ("ETQ")
by
Volution Group plc ("Volution")
Results of voting at Court Meeting and General Meeting
ETQ is pleased to announce that earlier today the resolution to
approve the Scheme was passed by the requisite majority of Scheme
Shareholders at the Court Meeting convened pursuant to an order of
the High Court and the Special Resolution was also passed by the
requisite majority of ETQ Shareholders at the General Meeting
immediately following the Court Meeting, in each case without
modification to the terms set out in the notice of each meeting as
set out in the circular posted to shareholders on 23 November 2015
(the "Scheme Document").
Capitalised terms used but not defined in this announcement have
the meaning given to them in the Scheme Document.
Court Meeting
At the Court Meeting held on 14 December 2015 at 11.00 a.m., the
resolution to approve the Scheme, was passed by the requisite
majority of Scheme Shareholders by way of a poll.
The results of voting at the Court Meeting were as follows:
Resolution to approve the For Against Total
Scheme
------------------------------------ ---------- ------- ----------
Number of Scheme Shareholders
who voted 132* 7* 139*
------------------------------------ ---------- ------- ----------
Percentage of Scheme Shareholders
who voted 16.58% 0.87% 17.45%
------------------------------------ ---------- ------- ----------
Number of Scheme Shares
voted 2,002,247 16,978 2,019,225
------------------------------------ ---------- ------- ----------
Percentage of eligible
Scheme Shares voted 99.16% 0.84% 100%
------------------------------------ ---------- ------- ----------
The total number of votes validly cast was 2,019,225,
representing 74.13% of the Scheme Shares.
General Meeting
At the General Meeting held on 14 December 2015 at 11.15 a.m.,
the Special Resolution as set out in the notice of the General
Meeting included in the Scheme Document was passed by the requisite
majority of shareholders by way of a poll.
The full text of the Special Resolution is set out in the Notice
of General Meeting in the Scheme Document which is available on
ETQ's website at www.diffusion-group.com.
The results of voting at the General Meeting were as
follows:
Resolution For Against Total Withheld
(excluding
withheld)
--------------------------------- ---------- -------- ------------ ---------
Number of ETQ Shares voted 2,002,187 16,958 2,019,145 40
--------------------------------- ---------- -------- ------------ ---------
Percentage of ETQ Shares voted 99.16% 0.84% 100% 0.0019%
--------------------------------- ---------- -------- ------------ ---------
Valid proxy votes (including votes withheld) were received in
respect of a total of 2,019,185 ETQ Shares, representing 74.13 per
cent. of the total number of votes capable of being cast at the
General Meeting. The above figures include votes cast by way of
proxy. Votes withheld are not counted in the proportion of votes
"for" or "against".
Shares in issue: 2,723,566.
Implementation of the Scheme remains subject to the satisfaction
or (if capable of waiver) waiver of certain conditions which are
set out in Part Three of the Scheme Document. These include the
High Court making an order sanctioning the Scheme at a Court
Hearing which is expected to take place on 17 December 2015. The
Scheme will become effective upon the delivery to the registrar of
companies for England and Wales of a copy of the Court order
sanctioning the Scheme. The Scheme is expected to become effective
on 21 December 2015.
Dealings in ETQ Shares are expected to be suspended by 7:30 a.m.
on 17 December 2015. It is expected that the cancellation and
delisting of ETQ Shares will occur at 8:00 a.m. on 22 December
2015, the day following the Effective Date of the Scheme.
The dates stated above are indicative only and will depend,
among other things, on the date on which the Conditions are
satisfied or (if capable of waiver) waived and the date on which
the Court sanctions the Scheme.
A full indicative timetable is contained on page 7 of the Scheme
Document.
All references to time in this Announcement are to UK time.
Internet users will be able to view this announcement, together
with other information about ETQ, on ETQ's website at
www.diffusion-group.com on the business day following this
announcement.
Enquiries
Energy Technique plc
Leigh Stimpson +44 (0) 20 8783 0033
Rob Unsworth +44 (0) 20 8783 0033
Cavendish Corporate Finance LLP (Financial Adviser to Energy
Technique plc)
Andrew Jeffs/Philip Barker +44 (0) 20 7908 6000
finnCap Ltd (Nominated Adviser and Broker to Energy Technique
plc)
Ed Frisby/Scott Mathieson +44 (0) 20 7220 0500
Volution Group plc
Ronnie George +44 (0) 1293 441501
Ian Dew +44 (0) 1293 441536
Liberum Capital Limited (Financial Adviser and Broker to
Volution Group plc)
Neil Patel/Richard Bootle +44 (0) 20 3100 2222
Brunswick (Financial Public Relations Adviser to Volution Group
plc)
Craig Breheny/Simone Selzer/ +44 (0) 20 7404 5959
Chris Buscombe
Liberum Capital Limited, which is authorised and regulated by
the FCA, is acting exclusively for Volution and no-one else in
connection with the Acquisition and will not be responsible to
anyone other than Volution for providing the protections afforded
to clients of Liberum nor for providing advice in relation to the
Acquisition or any other matters referred to in this
Announcement.
Cavendish Corporate Finance LLP, which is authorised and
regulated by the FCA, is acting exclusively for ETQ and no-one else
in connection with the Acquisition and will not be responsible to
anyone other than ETQ for providing the protections afforded to
clients of Cavendish nor for providing advice in relation to the
Acquisition or any other matters referred to in this
Announcement.
Important notices
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of ETQ in any
jurisdiction in contravention of applicable law. The Acquisition
shall be made solely by means of the Scheme Document which shall
contain the full terms and Conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any vote in
respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis of the information
contained in the Scheme Document.
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this Announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable requirements. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
This Announcement has been prepared for the purposes of
complying with English law, the AIM Rules, the rules of the London
Stock Exchange and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of
jurisdictions outside of England.
The Acquisition will not be made, directly or indirectly, in,
into or from any jurisdiction where to do so would violate the laws
in that jurisdiction.
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