Result of Court Meeting and General Meeting (4740G)
May 12 2011 - 5:54AM
UK Regulatory
TIDMSTF
RNS Number : 4740G
smartFOCUS Group PLC
12 May 2011
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
12 May 2011
RECOMMENDED ACQUISITION OF
SMARTFOCUS GROUP PLC
BY
EMAILVISION HOLDINGS LIMITED
Result of Court Meeting and General Meeting
smartFOCUS Group plc ("smartFOCUS") announces that the Court
Meeting and the General Meeting convened earlier today passed the
resolutions proposed at both meetings by the requisite majorities
in respect of the proposed acquisition of the entire issued and to
be issued share capital of smartFOCUS by Emailvision Holdings
Limited ("Emailvision Holdings"), which is being effected by means
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Acquisition"). A circular and the required
explanatory statement was posted to smartFOCUS shareholders on 19
April 2011 (the "Scheme Document").
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
100 per cent. by value of those Scheme Shares voted, voted in
favour of the resolution to approve the Scheme. The resolution
proposed at the Court Meeting was decided on a poll. Details of the
votes cast are as follows:
Number of
Scheme
Shares voted
as a
percentage
of the total
number of
Scheme
Shares held
by Scheme
Shareholders
Number of Percentage Number of Percentage entitled to
Scheme of Scheme Scheme of Scheme vote on the
Shares Shares Shareholders Shareholders resolution
voted voted (%) who voted voting (%) (%)
FOR 67,746,978 100.00 40 20.51 70.96
AGAINST 0 0 0 0 0
Accordingly, the resolution proposed at the Court Meeting was
duly passed on a poll vote.
General Meeting
At the General Meeting the Special Resolution approving, amongst
other things, the Scheme, the Capital Reduction and certain
amendments to the articles of association of the Company, was
passed unanimously on a show of hands.
Next Steps
The date of the hearing to sanction the Scheme, is expected to
be 7 June 2011 and the hearing to confirm the Capital Reduction is
expected to be 9 June 2011. If the Court sanctions the Scheme and
confirms the Capital Reduction, it is expected that the Scheme will
become effective on 9 June 2011 and that the cancellation of
admission to trading of smartFOCUS Shares on AIM will take place by
7.00am on 10 June 2011.
The dates stated above are indicative only and will depend,
among other things, on the dates upon which the Court sanctions the
Scheme and confirms the Capital Reduction, and the date on which
the Conditions are satisfied or (if capable of waiver) waived.
Other
Capitalised terms used, but not defined, in this announcement
shall have the same meaning as set out in the Scheme Document.
Unless otherwise stated, all references to times in this
document are to London times.
Enquiries:
smartFOCUS +44 (0) 117 943 5800
Curt Bloom, Interim Chief Executive Officer
Neil Thomas, Chief Financial Officer
Arbuthnot +44 (0) 20 7012 2000
Tom Griffiths
Paul Gillam
Emailvision Holdings +33 (0) 1 41 27 27 17
Olivier Candau
Investec +44 (0) 20 7597 5000
Andrew Pinder
Junya Iwamoto
Buchanan Communications +44 (0) 20 7466 5000
Lisa Baderoon
Arbuthnot, which is authorised and regulated by the Financial
Services Authority, is acting exclusively for smartFOCUS as its
financial adviser in connection with the Acquisition and no one
else in connection with the Acquisition and will not be responsible
to any person other than smartFOCUS for providing the protections
afforded to clients of Arbuthnot or for providing advice in
relation to the contents of this announcement or any matter
referred to herein.
Investec, which is authorised and regulated by the Financial
Services Authority for investment business activities, is acting
for Emailvision Holdings as financial adviser in relation to the
Acquisition and is not acting for any other person in relation to
the Acquisition. Investec will not be responsible to anyone other
than Emailvision Holdings for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this announcement or any offer or arrangements referred to
herein.
Further Information
This announcement does not constitute an offer or invitation to
purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this document and otherwise
in any jurisdiction in which such offer or solicitation is
unlawful. smartFOCUS Shareholders are advised to read carefully the
formal documentation relating to the Proposals. The Proposals are
made solely through the Scheme Document and Forms of Proxy which
contain the full terms and conditions of the Scheme.
Overseas Jurisdictions
This announcement has been prepared for the purposes of
complying with the laws of England and Wales and the City Code, and
the information disclosed herein or therein may not be the same as
that which would have been disclosed if these documents had been
prepared in accordance with the laws of any other jurisdiction.
The distribution of this announcement in jurisdictions other
than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about, and observe,
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
Publication on smartFOCUS website
A copy of this announcement will be available free of charge for
inspection on smartFOCUS' website at www.smartfocus.com by no later
than 8.00am on 13 May 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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