30 Sep 2013 14:22
SPARK Ventures plc
("SPARK" or the "Company")
Result of Annual General Meeting
The Company is pleased to announce that at the Annual General Meeting of the Company held at 11.30 a.m. today, all resolutions were duly passed. Accordingly, the Company will proceed with the Return of Cash of 2 pence per Existing Ordinary Share (in aggregate approximately £8.22 million).
The Return of Cash is structured as either an income or a capital return according to the individual elections of each Shareholder.
Subject to Admission, each Existing Ordinary Share will be sub-divided into one New Ordinary Share together with either one B Share or one C Share.
Shareholders will receive one C Share for each Existing Ordinary Share held at the Record Time unless they have elected to receive B Shares in respect of some or all of their holding of Existing Ordinary Shares, in which case they will receive one B Share for each such Existing Ordinary Share held at the Record Time for which the election is made.
Shareholders who receive C Shares will be paid a special dividend of 2 pence per C Share held which will be paid by 10 October 2013. Following payment the C Shares shall automatically convert into September 2013 Deferred Shares. Shareholders who receive B Shares will have them purchased by finnCap as principal pursuant to the Tender Offer, for 2 pence per B Share, with such payment to be made by 10 October 2013. finnCap has a put option to sell such B Shares to the Company, for cancellation, pursuant to the Repurchase Agreement and subject to its becoming unconditional.
The Return of Cash is conditional on (a) the Repurchase Agreement becoming unconditional and not being terminated and (b) Admission.
Application has been made for the New Ordinary Shares, with a nominal of value of 0.30p each, to be admitted to trading on AIM, with Admission to become effective and dealings expected to commence at 8.00 a.m. on 4 October 2013.
Share certificates will not be issued nor will CREST accounts be credited in respect of New Ordinary Shares arising as a result of the Share Split. Existing share certificates will remain valid with new certificates only being issued as a result of subsequent changes in the register. Shareholders who hold their Existing Ordinary Shares in CREST will hold their New Ordinary Shares under the existing ISIN.
For further information, please contact:
SPARK Ventures plc | Andrew Betton / David Potter
| 020 7851 7777 |
finnCap | Matt Goode / Christopher Raggett
| 020 7220 0500 |
Capitalised terms used in this announcement have the meaning given to them in the circular to Shareholders dated 6 September 2013.
finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for SPARK Ventures plc and is acting for no-one else in connection with the Return of Cash and will not be responsible to anyone other than SPARK Ventures plc for providing the protections afforded to clients of finnCap Ltd nor for providing advice in connection with the Return of Cash or any other matter referred to herein.