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19 Feb 2010 11:46
19 February 2010
Recommended all share merger of
Trading Emissions Plc ("Trading Emissions" or the "Company") and
Leaf Clean Energy Company ("Leaf Clean")
Results of Court Meeting and Extraordinary General Meeting
The boards of directors of Trading Emissions and Leaf Clean announced on 17 December 2009 a proposed all-share merger ("Merger") of the two companies to be effected by means of a scheme of arrangement ("Scheme"). A scheme circular setting out, amongst other matters, the terms and conditions of the Scheme (the "Scheme Document") was posted to Trading Emissions shareholders on 13 January 2010.
The board of Trading Emissions announces that at the meeting of Trading Emissions shareholders convened by order of the High Court of the Isle of Man and held today at 10.00 a.m. in connection with the Scheme, the resolution to approve the Scheme set out in Part XIII of the Scheme Document (the "Resolution") was not passed by the requisite majority. Since the Resolution was not passed, the merger will not proceed.
The results of the poll on the Resolution were as follows:
|
|
Number of Scheme Shares voted
|
% of Scheme Shares voted |
Number of Scheme Shareholders voting |
% of Scheme Shareholders voting |
|
For |
143,403,442 |
62.1 |
57 |
67.1 |
|
Against |
87,484,330 |
37.9 |
28 |
32.9 |
The number of Scheme Shares voted for the Scheme represents 55.7 per cent. of Trading Emissions' entire issued share capital. The number of Scheme Shares voted against the Scheme represents 34.0 per cent. of Trading Emissions' entire issued share capital.
As the Resolution was not passed, the Extraordinary General Meeting of Trading Emissions convened by notice set out in Part XIV of the Scheme Document to approve certain resolutions required to implement the Scheme and Merger was adjourned indefinitely.
The board of Trading Emissions will send out an announcement with further details separately.
Terms and conditions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document (full text of which is available at www.tradingemissions.com).
--ENDS--
For further enquiries, please contact:
Trading Emissions PLC (via Haggie Financial PR)
Neil Eckert
Malcolm Gillies
Liberum Capital Limited (nominated adviser and Rule 3 adviser to Trading Emissions)
Steve Pearce
Tom Fyson
+44 (0) 20 3100 2000
Leaf Clean Energy (via Cenkos)
Bran Keogh
Cenkos Securities plc (nominated adviser to Leaf Clean)
Ivonne Cantu/Liz Bowman
+44 (0) 20 7397 8900
Haggie Financial PR (PR Adviser to Trading Emissions)
Peter Rigby/Alexandra Parry
+44 (0) 20 7417 8989
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