THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR
JAPAN OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
For immediate release
12 November 2008
SPARK VCT 3 plc
("Company" or "SVC3")
Result of Court Meeting and General Meeting
On 13 October 2008 the Company announced the formal agreement of the terms and
conditions of a merger with SPARK VCT 2 plc (the "Merger") to be effected by
way of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006
The Directors of the Company are pleased to announce that the resolutions
proposed at the meeting of shareholders convened by the Court ("Court Meeting")
and the general meeting of the Company ("General Meeting") were duly passed.
The voting results in relation to the Court Meeting and the General Meeting are
Resolution to approve the Scheme
Number of SVC3 % of SVC3 Number of % of SVC3 % of issued
Shareholders Shareholders SVC3 Shares Shares voted SVC3 Shares
voting voting voted
FOR 427 98.61 6,494,309 99.59 28.72
AGAINST 6 1.39 26,785 0.41 0.12
Resolution to implement the Scheme and authorise the reduction of capital of
Number of SVC3 % of SVC3
Shares voted Shares voted
FOR 6,396,404 99.58
AGAINST 26,785 0.42
ABSTAIN - -
Copies of the resolutions passed at the Court Meeting and General Meeting have
been submitted to the Financial Services Authority ("FSA") and will shortly be
available for inspection by the public during normal business hours on any
weekday (except public holidays) at the FSA's Document Viewing Facility which
is situated at: Financial Services Authority, 25 The North Colonnade, Canary
Wharf, London E14 5HS.
The Court hearing to sanction the Scheme and confirm the reduction of capital
is scheduled for 26 November 2008 and it is expected that the effective date of
the Merger will be 27 November 2008.
The implementation of the Scheme remains conditional on the satisfaction or
waiver of the remaining Conditions, including the sanction of the Scheme and
the confirmation of the reduction of capital by the Court.
Terms used in this announcement bear the meanings ascribed to them in the
Scheme Document dated 13 October 2008 unless the context otherwise requires.
SPARK VCT 3 plc +44 (0) 20 7851 7777
Nghi Tran, Company Secretary
Daniel Stewart & Company plc (financial adviser to SPARK VCT 3 plc) +44 (0) 20
Paul Shackleton/Charlotte Stranner
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 % or more of any class of
`relevant securities' of SVC3 or SPARK VCT 2 plc ("SVC2"), all `dealings' in
any `relevant securities' of each 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 London
business day following the date of the relevant transaction. This requirement
will continue until the date of the shareholder and Court-convened meetings of
the companies 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 SVC3 or SVC2,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under provisions of Rule 8.1 of the Code, all `dealings' in `relevant
securities' of SVC3 or SVC2 by SVC3 or SVC2 or by any of their respective
`associates', must be disclosed by no later than 12.00 p.m. (London time) on
the London 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 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 prices 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 or 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.