Last checked at 23 Jun 2015 12:08
Inditherm plc
Result of General Meeting
Inditherm, the provider of innovative specialised heating solutions, is pleased to announce that at the General Meeting of the Company held today, all resolutions were duly passed.
Accordingly, the following proposals, amongst others, will become unconditional in all respects upon admission of the Enlarged Share Capital to trading on AIM, which is expected to occur at 8.00 a.m. on 24 June 2015:
· the 51,112,581 Existing Ordinary Shares being consolidated on a 1 for 10 basis;
· the acquisition by the Company of the entire issued share capital of Inspiration Healthcare Limited, resulting in the issue of 25,556,290 Consideration Shares (following the share consolidation); and
· The Board of the Company to become:
o Mark Abrahams (Non-Executive Chairman);
o Neil Campbell (Chief Executive Officer);
o Ian Smith (Finance Director);
o Toby Foster (Sales Director); and
o Brook Nolson (Non-Executive Director).
In addition, the resolution to approve the waiver of obligations on the Concert Party under Rule 9 of the Takeover Code in connection with the Acquisition was approved on a poll of Independent Shareholders.
The Enlarged Share Capital, comprising 30,667,548 New Ordinary Shares, will trade under the ISIN GB00BBXDZL105 and TIDM IHC.
The change of name to Inspiration Healthcare Group plc will become effective upon the registration of the Company's name at Companies House. A further announcement will be made in due course.
Capitalised but undefined terms shall have the meaning given to them in the definitions appearing in the Admission Document, a copy of which can be found at www.inditherm.co.uk.
Total Voting Rights
For the purposes of the Disclosure and Transparency Rules, the total number of voting rights in the Company with effect from 24 June 2015 will be 30,667,548. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change of their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Directors' Holdings
On Admission, the following Directors will have an interest in the Enlarged Share Capital as follows:
Director | Holding | Holding (%) |
Mark Abrahams | 30,154 | 0.59 |
Neil Campbell | 5,999,339 | 19.56 |
Ian Smith | 5,444 | 0.01 |
Toby Foster | 5,999,339 | 19.56 |
Brook Nolson | Nil | Nil |
Enquiries:
Inditherm plc | |
Mark Abrahams, Chairman Ian Smith, Finance Director | Tel: +44 (0) 1709 761000 |
WH Ireland Limited (Nominated Adviser and Broker) | |
Tim Feather Liam Gribben | Tel: +44 (0) 113 394 6600 |
Cadogan PR | |
Alex Walters | Tel: +44 (0) 207 499 5002 |