Further re: Result of Court Meeting and General Meeting
31 Março 2011 - 3:00AM
UK Regulatory
TIDMTOL
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 THAT JURISDICTION
31 March 2011
ACQUISITION
OF
TOLUNA PLC ("TOLUNA")
BY
ITWP ACQUISITIONS LIMITED ("ITWP")
Further re: Result of Court Meeting and General Meeting
Further to the announcement of the results of the Court Meeting and General
Meeting made yesterday, ToLuna announces that the full results of the votes
cast at the meetings were as follows:-
Poll results for the Court Meeting
Resolution to approve the Scheme:
Number of votes for: 33,152,794 (65.61 per cent. of the issued share capital
of the Company and 85.05 per cent of the Scheme
Shareholders who were allowed to vote on the
resolution)
Number of votes Nil
against:
Number of voters for: 24
Number of voters Nil
against:
Results for the General Meeting
Voting at the General Meeting was conducted by way of a show of hands on all
resolutions. The results of the votes were as set out below:
Special Resolutions
1. To approve the implementation of the The resolution was passed by the
Scheme and related matters requisite majority
Ordinary Resolutions
2. To approve the arrangements with The resolution was passed by the
Frédéric-Charles Petit requisite majority
* This figure includes discretionary votes.
** A "vote withheld" is not a vote in law and is not counted in the calculation
of the proportion of votes "for" or "against" a resolution.
Terms and expressions used in this announcement shall, unless the context
otherwise requires, have the same meanings as given to them in the announcement
of 14 February 2011 and the Scheme Document.
Enquiries:
ToLuna PLC
Frederic-Charles Petit (Chief Executive) Tel: 00 33 63308 0391
Richard Bernstein (Non-Executive Director) Tel: 00 44 207 491 0770
Merchant Securities Limited
David Worlidge/Simon Clements/Bidhi Bhoma Tel: 020 7628 2200
DEALING DISCLOSURE REQUIREMENTS
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 which has
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 (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 offer 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 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 ToLuna, 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.
Publication on websites
A copy of this announcement will be available free of charge, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, for inspection on ToLuna's website at www.ToLuna.com by no
later than 12 noon on 31 March 2011.
END
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