TIDMRTHM TIDMTAP
RNS Number : 7933T
RhythmOne PLC
22 March 2019
THIS ANNOUNCEMENT, INCLUDING THE APPICES, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU 596/2014). UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
22 MARCH 2019
RhythmOne plc
Results of Court Meeting and General Meeting
RhythmOne plc ("RhythmOne" or the "Company") is pleased to
announce that at the Court Meeting and General Meeting held today
in connection with the recommended acquisition of the entire issued
and to be issued ordinary share capital of RhythmOne by Taptica
(the "Acquisition"), intended to be effected by means of a Court
approved scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme"), all of the resolutions put to shareholders
were passed by the requisite majorities.
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting contained in the scheme
document posted to, amongst others, RhythmOne shareholders on 25
February 2019 (the "Scheme Document").
The number of Scheme Shares in issue at 6.00 p.m. UK time on 20
March 2019 (being the "Voting Record Time") was 78,652,306.
Voting results of the Court Meeting
Results of the poll at the Court Meeting held on 22 March 2019
are set out below.
Number of Scheme Percentage of
Shares voted Scheme Shares
voted (%)
For 46,692,549 97.69
----------------- ---------------
Against 1,104,071 2.31
----------------- ---------------
Total 47,796,620 100.00
----------------- ---------------
Voting results of the General Meeting
Results of the poll at the General Meeting held on 22 March 2019
are set out below.
Special Resolution: Approval of Number Percentage
the implementation of the Scheme, of Scheme of Scheme
including amendments to the RhythmOne Shares Shares
Articles voted voted
(%)
For 45,367,548 92.03
----------- -----------
Against 3,931,466 7.97
----------- -----------
Withheld 1,200 0.00
----------- -----------
Total 49,300,214 100.00
----------- -----------
Effective Date and Timetable
The Offer remains subject to the satisfaction or (if capable of
waiver) waiver of the remaining Conditions, including the sanction
of the Scheme by the Court of Session. The expected timetable of
principal events for theimplementation of the Scheme remains as set
out in the announcement of RhythmOne published on 25 February 2019.
The Court Hearing (to sanction the Scheme) is expected to take
place on 29 March 2019. If the Scheme becomes effective in
accordance with its terms, it is intended that dealings in
RhythmOne Shares on AIM will be suspended at 7.30 a.m. on 1 April
2019and subsequently RhythmOne Shares will be cancelled from
admission to trading on AIM at 7.00 a.m. on 2 April 2019.
Each of these dates and the dates set out in the announcement on
25 February 2019 continues to be subject to change. If any of the
key dates set out in that announcement change, RhythmOne will give
notice of this change by issuing an announcement through a
Regulatory Information Service and by making such announcement
available on its website at
https://investor.rhythmone.com/legal_notice.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Scheme
Document.
The Directors of RhythmOne accept responsibility for the
information contained in this announcement. To the best of their
knowledge and belief (having taken all reasonable care to ensure
such is the case), the information contained in this announcement
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
For further information please contact:
RhythmOne plc IR@rhythmone.com
Mark Bonney
Whitman Howard Limited
Financial Adviser and Broker to RhythmOne +44 (0) 20 7659
Nick Lovering / Christopher Furness 1234
Grant Thornton UK LLP
Nominated Adviser to RhythmOne
Philip Secrett/Jen Clarke +44 (0)20 7383 5100
Important information
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law or regulation and
therefore any person who comes into possession of this announcement
should inform themselves about, and comply with, such restrictions.
Any failure to comply with such restrictions may constitute a
violation of the securities laws or regulations of any such
relevant jurisdiction.
Whitman Howard Limited ("Whitman Howard"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting as financial adviser and Broker to RhythmOne
and for no-one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than RhythmOne for providing the
protections afforded to clients of Whitman Howard, or for providing
advice in connection with the possible offer for RhythmOne or any
other matters referred to herein.
Grant Thornton UK LLP ("Grant Thornton"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting as nominated adviser to RhythmOne and for
no-one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than RhythmOne for providing the
protections afforded to clients of Grant Thornton, or for providing
advice in connection with the possible offer for RhythmOne or any
other matters referred to herein.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclose under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication of this announcement
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in restricted
jurisdictions, at https://investor.rhythmone.com/ as soon as
possible and, in any event, by no later than 12 noon (London time)
on 25 March 2019.
The contents of RhythmOne's website are not incorporated into
and do not form part of this announcement.
You may request a hard copy of this announcement by contacting
the Company Secretary of RhythmOne at IR@rhythmone.com.
You may also request that all future documents, announcements
and information to be sent to you in relation to the offer should
be in hard copy form.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, the Company announces
that, as at the date of this announcement, it has
78,652,306ordinary shares of 10 pence each in issue and admitted to
trading on the AIM Market of the London Stock Exchange. There are
no Treasury shares in the Company.
The International Securities Identification Number (ISIN) for
the Company's ordinary shares is GB00BYW0RC64.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPMMGZFNZMGLZM
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