Results of EGM and Expression
SPARK Ventures plc ('SPARK' or the 'Company')
7 August 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Results of General Meeting
Expression of Possible Interest
At the general meeting of the shareholders of SPARK convened earlier today (the 'General Meeting') resolutions 1 and 2 were duly passed by the requisite majority on a show of hands. The return of cash to shareholders of an amount equivalent to two pence per existing ordinary share and the change to SPARK's investing strategy have therefore been approved.
As referred to in the announcement by the Company dated 6 August 2009, the chairman of the General Meeting proposed a resolution to adjourn the General Meeting for an indefinite period. The resolution to adjourn the General Meeting was duly passed by the requisite majority on a show of hands prior to the tabling of resolution 3.
Following the conclusion of the General Meeting, a representative of Chamonix Private Equity confirmed to those present that he had written within the last 24 hours to the Company expressing an interest in acquiring some or all of the SPARK portfolio and the Querist management contracts. It is understood that such proposed acquisition could be structured as either a purchase of the Company's assets or as an offer for shares of the Company.
The independent non-executive directors of the Company intend to commence discussions with this third party in relation to such expression of interest. However, the independent non-executive directors wish to stress that the approach is at a very early stage, no specific terms have been provided, including as to consideration, so there can be no certainty that an offer will be made for the Company or that any transaction might be entered into.
A further announcement will be made in due course.
For further information, please contact:
SPARK Ventures plc
Charles Berry
020 7851 7777
Collins Stewart Europe Limited (Nomad)
Hugh Field
Stewart Wallace
020 7523 8350
Capital MS&L
Annabel O'Connor
Wendy Svirakova
020 7307 5330
Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for SPARK and no-one else in connection with the matters set out in this announcement and, accordingly, will not be responsible to anyone other than SPARK for providing the protections offered to clients of Collins Stewart Europe Limited or for providing advice in relation to the matters set out in this announcement, or any matter referred to herein. No representation or warranty, express or implied, is made by Collins Stewart Europe Limited as to any of the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued).
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code ('the Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of SPARK, 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 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise 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 SPARK, 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 SPARK by any offeror, or by any of its respective 'associates', must be disclosed by no later than 12.00 noon (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 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.
The directors of SPARK accept responsibility for the information contained in this announcement in relation to SPARK. To the best of the knowledge and belief of the directors of SPARK (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
This information is provided by RNS
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