Result of Meetings
19 Maio 2010 - 8:13AM
UK Regulatory
TIDMAKG
RNS Number : 1943M
Astek Group PLC
19 May 2010
Not for release, publication or distribution, in whole or in part, in, directly
or indirectly, or into or from any jurisdiction where to do so would constitute
a violation of the relevant laws of such jurisdiction
19 May 2010
Recommended proposal for the Return of Cash to Shareholders and the Capital
Reduction by Astek Group plc ("Astek" or the "Company") to be implemented by
means of a Scheme of Arrangement (the "Scheme")
Results of Court Meeting and General Meeting
Astek is pleased to announce that, at the Court Meeting held earlier today, the
Scheme was approved by the requisite majority and that, subsequently, the
special resolution to provide for the implementation of the Scheme was passed at
the General Meeting.
The number of Astek Shares in issue at 6.00 p.m. on 17 May 2010 was 70,000,000.
Result of Court Meeting
At the Court Meeting, a majority in number of Scheme Shareholders who voted
(either in person or by proxy), representing 99.4% by value, 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 were as follows:
+---------+------------+------------+--------------+--------------+------------+
| | Number | Percentage | Number | Percentage | Number |
| | of | of Scheme | of | of Scheme | of |
| | Scheme | Shares | Scheme | Shareholders | Scheme |
| | Shares | voted (%) | Shareholders | voting (%) | Shares |
| | voted | | who voted | | voted |
| | | | | | as a |
| | | | | | percentage |
| | | | | | of the |
| | | | | | total |
| | | | | | number of |
| | | | | | Scheme |
| | | | | | Shares (%) |
+---------+------------+------------+--------------+--------------+------------+
| FOR | 22,543,071 | 99.4 | 8 | 66.7 | 49.6 |
+---------+------------+------------+--------------+--------------+------------+
| | | | | | |
+---------+------------+------------+--------------+--------------+------------+
| AGAINST | 136,000 | 0.6 | 4 | 33.3 | 0.3 |
+---------+------------+------------+--------------+--------------+------------+
Accordingly the resolution was duly passed on a poll vote.
Result of General Meeting
At the General Meeting, the special resolution was passed by way of a poll vote.
The proxy voting results for the special resolution were as follows:
+--------------------+--------------------+--------------------+
| | Number of Astek | Percentage of |
| | Shares voted | Astek Shares voted |
| | | (%) |
+--------------------+--------------------+--------------------+
| FOR | 45,168,337 | 99.7 |
+--------------------+--------------------+--------------------+
| | | |
+--------------------+--------------------+--------------------+
| AGAINST | 141,000 | 0.3 |
+--------------------+--------------------+--------------------+
| | | |
+--------------------+--------------------+--------------------+
| | | |
+--------------------+--------------------+--------------------+
Next Steps
Completion of the Scheme remains subject to the satisfaction or, if permitted,
waiver of the remaining conditions of the Scheme set out in the Scheme Document
dated 22 April 2010 (the "Scheme Document") including, inter alia, the sanction
by the Court of the Scheme and the Court confirming the Capital Reduction. The
Court Hearing to sanction the Scheme and confirm the Capital Reduction is
expected to take place on 8 June 2010. It is expected that the last day for
dealings in Astek Shares will be 7 June 2010 and that the Scheme will become
effective on 8 June 2010. If the Scheme becomes effective on 8 June 2010, it is
expected that the admission to trading on AIM of the Astek Shares will be
cancelled at 7.00 a.m. on 9 June 2010 or shortly thereafter.
The dates stated above are indicative only and will depend, among other things,
on the date upon which the Court sanctions the Scheme and confirms the
associated Capital Reduction and the date on which the conditions set out in the
Scheme Document are satisfied or (if capable of waiver) waived. If any of the
expected dates change, Astek will, unless the Panel otherwise directs, give
notice of the change by issuing an announcement through a Regulatory Information
Service.
Terms defined in the Scheme Document have the same meaning in this announcement,
save where defined in this announcement, or where the context otherwise
requires.
In accordance with Rule 19.11 of the City Code, a copy of this announcement and
the Scheme Document will be published on Astek's website at
www.astekgroup.co.uk.
Enquiries:
+---------------------------------------------------------+-----------------+
| Astek Group plc 0161 942 3900 | |
| Stephen Blank (Chairman) | |
| Alan Segal (Chief Executive Officer) | |
| Zeus Capital Limited 0161 831 1512 | |
| Alex Clarkson | |
| Tom Rowley | |
| | |
+---------------------------------------------------------+-----------------+
| | |
+---------------------------------------------------------+-----------------+
Zeus Capital Limited, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting exclusively for Astek and no
one else in relation to the Scheme and the Proposals and will not be responsible
to anyone other than Astek for providing the protections afforded to clients of
Zeus Capital Limited nor for providing advice in relation to the contents of the
Announcement or the Scheme or Proposals referred to herein.
The distribution of this Announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe any
applicable requirements. This Announcement has been prepared for the purpose of
complying with English law and the City 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 UK.
This Announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or a solicitation of an offer to buy
any securities pursuant to this Announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful.
Disclosure Requirements of the Takeover Code (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 paper 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 paper 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 paper 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
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper 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 paper offeror, save to the extent that
these details have previously been disclosed 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 paper 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. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
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