CSLT.L Regulatory News (CSLT)

18 Sep 2007 07:01

Cosalt PLC18 September 2007 THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR PUBLICATIONOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OFAMERICA, CANADA, AUSTRALIA, SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN ORANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL. Cosalt Plc ("Cosalt") Proposed Acquisition of GTC Holdings Limited ("GTC") Proposed Placing and Open Offer Further to the announcement on 13 September 2007, Cosalt is pleased to announcethat a Circular will today be posted to Shareholders convening an ExtraordinaryGeneral Meeting of Cosalt on 11 October 2007. All terms contained in this announcement have the same meaning as those set outand defined in the announcement released by Cosalt on 13 September 2007. Extraordinary General Meeting The Extraordinary General Meeting of Cosalt is to be held at 10.00 a.m. on 11October 2007 at 10 Crown Place, London, EC2A 4FT. At the EGM the following resolutions will be proposed:- Ordinary resolutions: 1. To approve the terms of the Acquisition, authorise Directors to take allnecessary associated steps to approve the issue of the Consideration Shares. 2. To approve the terms of the Placing and Open Offer and to approve theissue of the Placing Shares at the Open Offer Price. 3. To increase the authorised share capital of the Company by £2,300,000from £5,700,000 to £8,000,000. 4. To authorise the Directors to allot the Consideration Shares, the PlacingShares and 5,600,000 relevant securities up to an aggregate amount of£1,400,000. Special resolution: 5. To disapply the rights of pre-emption contained in Section 89(1) of theAct in relation to the allotment of the Consideration Shares, the Placing Sharesand other equity securities where such allotment is made to holders of sharesproportionate to their existing holding, allotment of equity securities up to£187,400. The Expected Timetable of Principal Events is set out below:- Record Date for entitlement under the Open Offer is close of business 17September 2007 Open Offer Entitlements credited to stock accounts of Qualifying CRESTShareholders in CREST 19 September Last time and date for splitting of Application Forms 3 p.m. on 5 October (tosatisfy bona fide market claims only) Recommended latest time and date for requesting withdrawal of Open OfferEntitlements from CREST 4.30 p.m. on 5 October Latest time and date for depositing Open Offer Entitlements in CREST 3 p.m. on 8October Latest time and date for receipt of Forms of Proxy 10 a.m. on 9 October Latest time and date for acceptance of the Open Offer and receipt of completedApplication Form and payment in full under the Open Offer or settlement ofrelevant CREST instruction 11 a.m. on 9 October Extraordinary General Meeting 10 a.m. on 11 October Admission and commencement of dealings in New Ordinary Shares 8 a.m. on 12October CREST members' accounts credited in respect of Offer Shares in uncertificatedform 12 October Despatch of definitive share certificates for Offer Shares in certificated formby not later than 19 October Placing and Open Offer Statistics are set out below: Basis of Open Offer 12 Open Offer Shares for every 23 Existing Ordinary Shares Open Offer Price 330 pence Number of Ordinary Shares in issue on the Record Date 14,791,031 Number of New Ordinary Shares to be issued pursuant to the Placing and OpenOffer 7,717,060 Consideration Shares 2,121,212 Enlarged Ordinary Share Capital 24,629,303 Percentage of the Enlarged Ordinary Share Capital subject to the Placing andOpen Offer 31.33% Gross proceeds of the Placing and Open Offer (approximately) £25.5 million Net proceeds of the Placing and Open Offer (approximately) £25.0 million Market capitalisation on completion of the Placing and Open Offer at the OpenOffer Price £81.3 million Contact:- Cosalt 01472 504504Per Jonsson, Chief ExecutiveNeil Carrick, Financial Director Noble Grossart 0131 226 7011Guy Stenhouse College HillMatthew Gregorowski 020 7457 2020Mark Garraway This information is provided by RNS The company news service from the London Stock Exchange