TIDMTIK TIDM72NS
RNS Number : 5920T
Tikit Group PLC
14 December 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
14 December 2012
Recommended Cash Offer
for
Tikit Group plc
by
British Telecommunications plc
Results of Shareholder Meetings
The Tikit Board is pleased to announce that, at the Court
Meeting and the General Meeting held earlier today in connection
with the Offer and the Scheme, Tikit Shareholders voted to:
-- approve the Scheme to implement the recommended Offer by
British Telecommunications plc by the necessary majority at the
Court Meeting; and
-- pass the Special Resolution at the General Meeting .
At the Court Meeting, a majority in number of Scheme
Shareholders, who voted (either in person or by proxy) and who
together represented 93.14 per cent. by value of the votes cast,
voted in favour of the resolution to approve the Scheme.
Details of the resolutions passed are set out in the notices of
the Shareholder Meetings contained in the scheme document posted to
Tikit Shareholders on 21 November 2012 (the "Scheme Document").
Upon the Scheme becoming effective, Scheme Shareholders will
receive 416 pence in cash for each Scheme Share held.
Voting results of the Court Meeting
At the Court Meeting, the vote on the resolution to approve the
Scheme was conducted by way of a poll and was duly passed. The
results of the votes cast are as follows:
Results of Number of Percentage Number of Percentage Number of
Court Meeting Scheme Shareholders of Scheme Scheme Shares of Scheme Shares
who voted Shareholders voted Scheme Shares voted as
who voted voted a percentage
of issued
share capital
(1)
For 80 91.95 8,365,062 93.14 56.80
Against 7 8.05 616,244 6.86 4.18
Total 87 100 8,981,306 100 60.98
Notes in relation to the Court Meeting:
(1) The issued share capital of Tikit as at the date of the
Court Meeting was 14,727,649 ordinary shares of GBP0.10 each.
Voting results of the General Meeting
At the General Meeting, the vote on the Special Resolution was
conducted by way of a poll and was duly passed. The results of the
votes cast are as follows:
Results of General Number of Scheme Percentage of
Meeting Shares voted Scheme Shares
voted
For(1) 8,364,982 93.14
Against 616,244 6.86
Vote Withheld(2) Nil 0
Total 8,981,226 100
Notes in relation to the General Meeting:
(1) Any proxy appointments which gave discretion to the Chairman
have been included in the Scheme Shares 'For' total.
(2) A 'Vote Withheld' is not a vote in law and accordingly is
not counted in the calculation of the proportion of votes 'For' and
'Against' the Special Resolution.
Next steps
The implementation of the Offer remains conditional on the
satisfaction or waiver of the remaining Conditions set out in the
Scheme Document, including the sanction of the Scheme and the
confirmation of the Capital Reduction by the Court, which are
currently scheduled to take place on 15 January 2013 and 17 January
2013 respectively. The Scheme is expected to become effective on 18
January 2013 upon the delivery of office copies of the Scheme Court
Order and the Reduction Court Order to the Registrar of Companies
and, if required by the Court, the Reduction Court Order being
registered by the Registrar of Companies. If the Scheme becomes
effective on 18 January 2013, it will be binding on all Tikit
Shareholders, whether or not they attended or voted in favour of
the Scheme and the Special Resolution at the Court Meeting and
General Meeting. Upon the Scheme becoming effective, settlement of
the Consideration to which any Scheme Shareholder is entitled will
be effected within 14 days of the Effective Date in the manner set
out in the Scheme Document.
Tikit will make an application to the London Stock Exchange for
the suspension of dealings in Tikit Shares on AIM with effect from
7.30 a.m. on 17 January 2013. Prior to the Effective Date, Tikit
will make an application to the London Stock Exchange for the
cancellation of the admission to trading of the Tikit Shares on AIM
to take effect by no later than 8.00 a.m. on 21 January 2013.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
A copy of this announcement will be available on Tikit's website
at www.tikit.com/investors.
Enquiries:
British Telecommunications plc
Dan Thomas, Press Office Tel: +44 (0) 20 7356
Damien Maltarp, Investor Relations 5369
Tel: +44 (0) 20 7356
4909
BofA Merrill Lynch (financial adviser Tel: +44 (0) 20 7996
to British Telecommunications plc) 1000
Ian Ferguson
Ken McLaren
Andrew Tusa
Tikit Group PLC Tel: +44 (0) 20 7400
Mike McGoun, Non-Executive Chairman 3737
David Lumsden, Chief Executive Officer
Mike Kent, Finance Director
Investec Bank PLC (financial adviser, Tel: +44 (0) 20 7597
nominated adviser and broker to Tikit) 5000
Andrew Pinder
Junya Iwamoto
Carlton Nelson
Tavistock Communications (public relations Tel: +44 (0) 20 7920
adviser to Tikit) 3150
John West
BofA Merrill Lynch is acting exclusively for BT in connection
with the Offer and no-one else and will not be responsible to
anyone other than BT for providing the protections afforded to
clients of BofA Merrill Lynch or for providing advice in relation
to the Offer or any other matter referred to in this
announcement.
Investec is acting exclusively for Tikit in connection with the
Offer and no one else and will not be responsible to anyone other
than Tikit for providing the protections afforded to clients of
Investec or for providing advice in relation to the Offer or any
other matter referred to in this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. 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 p.m. on the 10th Business Day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. 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 one per cent. 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 p.m. 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 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
END
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