Result of AGM

RNS Number : 4221V

Flomerics Group PLC

28 May 2008

 



FLOMERICS GROUP PLC

("FLOMERICS" or "the Company")

ANNUAL GENERAL MEETING - STATEMENT AND VOTING RESULTS

Chairman's Statement

At the Annual General Meeting of Flomerics Group plc held this morning, Flomerics' Chairman David Mann made a statement to update shareholders on recent events within the Company and to explain the parameters within which the meeting was conducted:

"As you know, on 9th May 2008, the Mentor Graphics Board announced an unsolicited Offer for Flomerics, valuing our company at 104 pence per share. Flomerics Shareholders should now have received an Offer Document from Mentor, dated 17th May 2008, which sets out the formal terms and conditions of its Offer. 

The Flomerics Board stated on 9th May 2008, and continues to believe (as advised by its financial advisers, Jefferies International), that this Offer materially undervalues the true value of your Flomerics Shares and it recommended that shareholders should take no action.

We are also actively engaged in assessing other alternatives available to the Company, including potential interest expressed by a number of other parties, which are the subject of ongoing discussion. These are thus matters on which we are not able to comment further at this stage. Suffice it to say that those parties are aware of the level of the Mentor offer and of its shareholding in Flomerics.

Yesterday, we published a trading update for the three month period to 31 March 2008, which demonstrated that trading has been strong in the first three months of the year. By reference to the equivalents last year, our adjusted profits in the first quarter are up £1.1m and revenues are up 42% from £2.57m to £3.66m. Cash balances have strengthened by £3million to £5.8 million. (These revenues and profits have been reported on by BDO Stoy Hayward and Jefferies International Limited in accordance with the Takeover Code. Copies of the reports are included in the Defence Circular posted to Flomerics shareholders on 27 May 2008).

This good performance reflects both the results of the investment in sales in marketing in 2007 and also the underlying strength of the business model.

The Company's performance over the first Quarter substantiates the fact that the management team has undertaken a focus strategy of investment in people and technologies, the benefits of which are now coming to fruition. This performance has been achieved on the back of the hard work and dedication of our employees, who remain committed to adding shareholder value through identifying opportunities and continuing to build a globally recognised successful market leader. We would like to thank them and, as key stakeholders, would like to assure them that we will continue to act in their best interests.

The fundamental reasons for rejecting the Offer are nothing to do with Mentor Graphics itself - they are simply related to proper, fair value. 

We have set out these reasons clearly for you in our Defence Circular, published and posted to Flomerics shareholders yesterday. For those of you who have yet to receive it, copies are available here after the conclusion of this meeting, together with copies of the Trading Statement. I urge you to read those carefully.

As your Board, our job is to represent the best interests of shareholders, to optimise value for you, and to strive to ensure that no approach undervalues Flomerics. We believe any offer should properly reflect the true value and the true potential of your investment."

AGM Resolutions - Voting results

All the ordinary resolutions proposed at the AGM were carried unanimously by shareholders present (including Mentor Graphics' representatives).

The special resolutions to grant the directors authority to allot new shares of up to 5% of the issued share capital of the Company, the related resolution to disapply pre-emption rights and the resolution to permit the Company to make market purchases of up to 10% of its shares were not carried, having been defeated on a Poll. 

Results of Poll

On each of the special resolutions on which a poll was held, sixty eight shareholders, holding 5,011,572 shares representing approximately 42.3% of the votes cast, voted in favour. Mentor Graphics was the only member which voted 6,821,715 shares against these resolutions, representing approximately 57.7% of the votes cast. As such, the result of the poll does not reflect the position of any other shareholders. In total votes were cast in respect of 11,833,287 shares, representing approximately 52% of the issued share capital of the Company.

While the defeat of these special resolutions may limit the Company's flexibility after the offer period, the Company is in any event restricted by the Takeover Code from issuing shares or making market purchases of its shares during the offer period. 

Enquiries:

FLOMERICS Group PLC:

Gary Carter, Chief Executive    020 8487 3000

Keith Butcher, Finance Director

Citigate Dewe Rogerson

Ginny Pulbrook / Seb Hoyle     020 7638 9571

Jefferies International Ltd (Financial adviser)      020 7029 8000  

Andres Pieczanski  

Sarah McNicholas  

Oriel Securities Limited (Nominated Adviser)      020 7710 7600  

Andrew Edwards  

Michael Shaw

 

END

 

 

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