Result of General Meeting

RNS Number : 7615J

Avisen PLC

06 April 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

6 April 2010

Recommended proposal for the acquisition of Xploite plc ("Xploite") by Avisen plc

("Avisen") to be implemented by means of a Scheme of Arrangement

RESULT OF AVISEN GENERAL MEETING

On 11 March 2010, the directors of Avisen and Xploite announced that they had reached agreement on the terms of a recommended Proposal under which Avisen will acquire the entire issued and to be issued share capital of Xploite, to be implemented by means of a scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the "Act").

Capitalised terms used in this announcement shall have the same meaning as ascribed in the announcement dated 11 March 2010 unless the context otherwise requires.

Avisen is pleased to announce that, at the General Meeting held earlier today, all resolutions to provide for the implementation of the Scheme were passed.

The number of Avisen Shares in issue at 6.00p.m on 4 April 2010 was 141,799,928.

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 12 March 2010 (the "Scheme Document") including, inter alia, the sanction of the Scheme by the Court and the Capital Reduction. The Court Hearings to sanction the Scheme and confirm the Capital Reduction are expected to take place on 23 April 2010 and 27 April 2010 respectively.  It is expected that the last day for dealings in Xploite Shares will be 22 April 2010 and that the Scheme will become effective on 27 April 2010.  If the Scheme becomes effective on 27 April 2010, it is expected that the admission to trading on AIM of the Xploite Shares will be cancelled at 7.00 a.m. on 28 April 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, Xploite 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 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 Avisen's website www.avisenplc.com and Xploite's website www.xploite.co.uk.

Enquiries:

Avisen plc	0870 880 2978
Marcus Hanke (Chief Executive Officer)
Zeus Capital Limited (financial adviser to Avisen)	0161 831 1512
Ross Andrews
Nick Cowles
Bishopsgate Communications (PR adviser to Avisen)	020 7562 3355
Robyn Samuelson
Siobhra Murphy

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Avisen or Xploite, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes Effective, (or, if implemented by way of an offer, the offer becomes, or is declared, unconditional as to acceptances, lapses) or otherwise lapses or is withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Xploite or Avisen, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Xploite or Avisen by Avisen or Xploite, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

 

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