AVS.L Regulatory News (AVS)

25 Apr 2007 11:51

Avesco PLC25 April 2007 Not for release, publication or distribution in or into the United States, Australia, Canada or Japan. Avesco plc ("Avesco" or "the Company") RESULTS OF COURT MEETING AND EXTRAORDINARY GENERAL MEETING Avesco announces that at the meeting convened by the Court and held earliertoday (the "Court Meeting"), and at the subsequent Extraordinary General Meeting("EGM") to approve the scheme of arrangement under section 425 of the CompaniesAct 1985 (the "Scheme") to implement the recommended nil premium merger ("Merger") of Avesco and InvestinMedia plc ("InvestinMedia") all resolutions received the necessary majorities and were accordingly approved. Voting results The voting results in relation to the Court Meeting and the EGM are summarisedbelow: COURT MEETING Resolution to approve the Scheme: Number of shareholders (either in person or by proxy): FOR 176 AGAINST 53 representing the following number of votes: FOR 11,290,992 (87.71%) AGAINST 1,582,715 (12.29%) EGM Following the Court Meeting, the EGM was held to consider a special resolutionto approve the reclassification of Avesco's issued shares, the Capital Reductionand associated amendments to the Company's articles of association, and ordinaryresolutions to approve amendments to the rules of the Avesco 2004 Long TermIncentive Plan (the "First Ordinary Resolution") and the Avesco Employee TrustDeed (the "Second Ordinary Resolution). Special Resolution FOR 7,859,696 (83.24%) AGAINST 1,582,672 (16.76%) WITHHELD 240 First Ordinary Resolution FOR 7,858,579 (83.23%) AGAINST 1,583,153 (16.77%) WITHHELD 876 Second Ordinary Resolution FOR 7,859,079 (83.23%) AGAINST 1,583,153 (16.77%) WITHHELD 376 The Proposals remain subject to the satisfaction or, if appropriate, waiver ofthe conditions set out in part IV of the circular in relation to the Scheme ("Scheme Document") posted to Shareholders on 30 March 2007, including, interalia, the sanction of the Scheme and Capital Reduction by the Court. The Merger was approved by the requisite majority of InvestinMedia Shareholdersat an Extraordinary General Meeting held earlier in the day. The expected timetable of remaining principal events is as follows: Latest time and day for lodging Forms of Election or settlement of 1.00 p.m. 15 May 2007TTE instructions in relation to the Partial Cash AlternativeLast day of dealings in Avesco Shares 15 May 20071Scheme Record Time 5.00 p.m. 15 May 20071Court Hearing to sanction the Scheme 16 May 20071Effective Date of the Scheme 17 May 20071De-listing of Avesco Shares 17 May 20071Issue of New InvestinMedia Shares 17 May 20071Commencement of dealings in New InvestinMedia Shares on AIM 8.00 a.m. 17 May 20071Crediting of New InvestinMedia Shares to CREST Accounts 8.00 a.m. 17 May 20071Latest date for despatch of share certificates in respect of New 31 May 20071InvestinMedia Shares, cheques in respect of cash considerationpayable under the Scheme or settlement of such cash considerationthrough CREST 1 These dates are indicative only and will depend, inter alia, on the dates uponwhich the Court sanctions the Scheme and confirms the associated CapitalReduction and whether the conditions are either satisfied or waived. Terms defined in the Scheme Document have the same meanings when used in thisannouncement Enquiries: Avesco Plc 01293 583400 Ian Martin (Chairman)John Christmas (Finance Director) KBC Peel Hunt 020 7418 8900(Rule 3 Adviser and Nominated Adviser) Julian Blunt The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore any personswho are subject to the laws of any jurisdiction other than the United Kingdomshould inform themselves about, and observe, any applicable requirements. Thisannouncement has been prepared for the purposes of complying with English lawand the City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside of England. The Transactionwill be subject to the applicable rules and regulations of the London StockExchange and the City Code. This announcement does not constitute an offer to sell or invitation to purchaseany securities or the solicitation of any vote or approval in any jurisdiction.Avesco Shareholders are advised to read carefully the formal documentation inrelation to the Transaction once it has been despatched. Securities may not be offered or sold in the United States unless they areregistered under the Securities Act 1933 or are exempt from such registrationrequirements. The New InvestinMedia Shares to be issued to Avesco Shareholderswill not be and are not required to be registered under the Securities Act inreliance upon the exemption from the registration requirements of the SecuritiesAct provided by section 3(a)(10) of that Act based on Court approval of theScheme. The directors of Avesco accept responsibility for the information contained inthis announcement. To the best of the knowledge and belief of the directors ofAvesco (who have taken all reasonable care to ensure that such is the case), theinformation contained in this announcement is in accordance with the facts anddoes not omit anything likely to affect the import of such information. This information is provided by RNS The company news service from the London Stock Exchange