Result of EGM

RNS Number : 6456T

Taptica International Ltd

21 March 2019

 

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 SUCH JURISDICTION. 

21 March 2019

TAPTICA INTERNATIONAL Ltd

("Taptica" or the "Company")

Result of Extraordinary General Meeting

Taptica (AIM: TAP), a global leader in advertising technologies for brand advertising and performance-based mobile marketing, is pleased to announce that all Resolutions have been duly passed at the Company's Extraordinary General Meeting held earlier today. Amongst the Resolutions passed was Resolution 1, to authorise the Directors to allot up to 68,343,888 New Taptica Shares on a non-pre-emptive basis pursuant to the terms of the Offer to purchase the entire issued and to be issued share capital of RhythmOne plc.

Next Steps and Key Dates

Completion of the Offer remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including inter alia the passing by the requisite majority of the RhythmOne Resolutions at the RhythmOne General Meeting, the Court Meeting and the sanction of the Scheme by the Court.

Event:	Time and/or Date
RhythmOne Court Meeting	10.00 a.m. 22 March 2019
RhythmOne General Meeting	10.15 a.m. 22 March 2019
Last day of dealings in, and for registration of transfers of, and disablement in CREST of RhythmOne Shares	29 March 2019
Court Hearing to sanction the Scheme	29 March 2019
Effective Date of the Scheme	1 April 2019
Delisting of RhythmOne Shares	by 7:00 a.m. on 2 April 2019
Admission of the New Taptica Shares to trading on AIM	by 8:00 a.m. on 2 April 2019
New Taptica Shares issued to RhythmOne Shareholders	by 8:00 a.m. on 2 April 2019

Details of the votes cast were as follows:

Resolution	Votes For*	Votes for %	Votes Against	Votes for %	Total Votes	% of ISC Voted	Votes withheld**
1	43,114,183	99.99	3,693	0.01	43,117,876	56.15%	1,065,539
2	31,547,895	73.17	11,569,981	26.83	43,117,876	56.15%	1,065,539
3Y	1,697,840	100.00	0	0.00	1,697,840	2.21%	4,723
3N	31,437,895	73.10	11,569,981	26.90	43,007,876	56.00%	1,065,539
3B	17,414,855	99.97	4,723	0.03	17,419,578	22.68%	0
4	31,437,895	73.10	11,569,981	26.90	43,007,876	56.00%	1,175,539
5	43,113,153	99.99	4,723	0.01	43,117,876	56.15%	1,065,539
6	43,080,417	99.92	36,429	0.08	43,116,846	56.15%	1,066,569
7	43,113,153	99.99	4,723	0.01	43,117,876	56.15%	1,065,539
8	43,113,153	99.99	4,723	0.01	43,117,876	56.15%	1,065,539

* The "For" votes include those giving the Chairman discretion.

**A vote "withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.  

The times and dates in the timetable above are indicative only, and will depend, among other things, on the date upon which the Conditions are satisfied or (if capable of waiver) waived and the date upon which the Court sanctions the Scheme and the dates on which the Court Order is delivered to the Registrar of Companies. If any of the times and/or dates above change, the revised times and/or dates will be notified by an announcement through a regulatory information service recognised by the London Stock Exchange. All times are London times.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Company's Circular dated 14 February 2019.

For further information or enquiries please contact:

Taptica International Ltd	Tel: [phone]
Tim Weller, Non-Executive Chairman Yaniv Carmi, Chief Financial Officer
finnCap Ltd Jonny Franklin-Adams Henrik Persson James Thompson Hannah Boros	Tel: [phone]
Vigo Communications Jeremy Garcia Antonia Pollock Charlie Neish	Tel: [phone]

 

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