13 Mar 2009 12:32
13 March 2009
Broca plc
("Broca" or the "Company")
Result of Court Meeting and General Meeting
The Broca Board is pleased to announce that the shareholder resolutions to approve the recommended acquisition of Broca by 2 ergo Group plc, to be effected by means of a scheme of arrangement under Part 26 of the 2006 Act, were duly passed at the Court Meeting and the General Meeting held earlier today.
At the Court Meeting, a majority in number of Broca Shareholders, who voted either in person or by proxy and who together represented over 75 per cent. by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed.
At the General Meeting, the Special Resolutions to approve the Scheme and provide for its implementation were also passed by the requisite majorities.
Court Meeting
The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:
Number of Broca Shareholders voting: For: 19 (90.48%) Against: 2 (9.52%)
Number of votes: For: 10,535,511 (99.99%) Against: 815 (0.01%)
Percentage of votes of the class entitled to vote: For: 50.17% Against: 0.00%
General Meeting
The voting on the Special Resolutions giving effect to the Scheme were taken and passed on a show of hands.
Accordingly, the resolutions necessary to approve the Scheme of Arrangement have been passed.
The expected timing of principal events in respect of the implementation of the Scheme of Arrangement is as follows:
3 April 2009 Scheme Court Hearing (to sanction the Scheme)
3 April 2009 Scheme Record Date
7:00 am on 6 April 2009 Suspension of trading on AIM of the Ordinary Shares of Broca
7 April 2009 Reduction Court Hearing (to confirm the reduction of capital)
8 April 2009 Effective Date
7:00 am on 9 April 2009 Cancellation of admission to trading on AIM of the Ordinary Shares of Broca
8:00 am on 9 April 2009 Admission of the New 2 ergo Shares to trading on AIM
9 April 2009 Expected date for settlement of New 2 ergo Shares through CREST
16 April 2009 Latest date for despatch of share certificates for New 2 ergo Shares
Implementation of the Scheme remains subject to the Court sanctioning the Scheme at the Scheme Court Hearing which is expected to take place on 3 April 2009 and confirming the Capital Reduction at the Reduction Court Hearing which is expected to take place on 7 April 2009. Subject to the Scheme receiving the sanction and confirmation of the Court on those dates, the Effective Date of the Scheme is expected to be 8 April 2009.
It is also expected that the New 2 ergo Shares will be issued and allotted to Scheme Shareholders on the Effective Date and that Admission will become effective and dealings, for normal settlement, will commence at 8.00 a.m. on the Business Day after the Effective Date.
If the expected dates of the Court Hearings are changed, Broca will make a further announcement as required. All references to times are to London times.
Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document dated 18 February 2009 in relation to the Scheme
For further information contact:
Ian Price - Managing Director
Broca Plc
Tel: 0845 0066661
Fiona Owen
Grant Thornton UK LLP
Nominated Adviser and Financial Adviser
Tel: 020 7383 5100
Claire Palmer/Mark Ling
Littlejohn
Tel: 020 7516 2200
The Directors accept responsibility for the information contained in this announcement. To the best of knowledge and belief of the Directors, who have taken all reasonable care to ensure such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
This announcement is for information purposes only and does not constitute an offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisiton is made. This announcement does not constitute a prospectus or prospectus equivalent document.
Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for 2 ergo and no-one else in connection with the Acquisition and will not be responsible to anyone other than 2 ergo for providing the protections afforded to clients of Numis, nor for providing advice in relation to the Acquisition, the content of this announcement, or any matter referred to herein. Numis is 2 ergo's nominated adviser for the purposes of the AIM Rules and as nominated adviser, its responsibilities are owed solely to the London Stock Exchange and are not owed to 2 ergo or any 2 ergo Director or any other entity or person.
RSM Bentley Jennison, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for 2 ergo and no one else in connection with the Acquisition and will not be responsible to anyone other than 2 ergo for providing the protections afforded to clients of RSM Bentley Jennison nor for providing advice in relation to the Acquisition, the contents of this announcement, or any matter referred to herein.
Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Broca and no-one else in connection with the Acquisition and will not be responsible to anyone other than Broca for providing the protections afforded to clients of Grant Thornton UK LLP nor for providing advice in relation to the Acquisition, the content of this announcement, or any matter referred to herein. Grant Thornton UK LLP is Broca's nominated adviser for the purposes of the AIM Rules and as nominated adviser, its responsibilities are owed solely to the London Stock Exchange and are not owed to Broca or any Director or any other entity or person.
Littlejohn is acting exclusively for Broca and no-one else in connection with the Acquisition and will not be responsible to anyone other than Broca for providing the protections afforded to clients of Littlejohn nor for providing advice in relation to the Acquisition, the contents of this announcement or any matter referred to herein.
This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
No listing authority or equivalent has reviewed, approved or disapproved of this announcement or any of the proposals described herein.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Broca or 2 ergo, all dealings in any "relevant securities" of that company (including by means of an option in respect of, or a "derivative" referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the business day following the date of the relevant transaction. This requirement will continue until the Effective Date or until the date on which the Scheme lapses or is otherwise withdrawn or on which the "Offer Period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Broca or 2 ergo, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of 2 ergo or Broca by 2 ergo or Broca or by any of their respective "associates" must also be disclosed by no later than 12.00 noon (London time) on the business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" dealings should be disclosed and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.