SDX Energy Regulatory News (SDX)

9 Oct 2007 14:54

Sondex PLC09 October 2007 Sondex plc ("Sondex" or the "Company") FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS IN THAT JURISDICTION Offer Update 9 October 2007 The recommended cash offer for the entire issued and to be issued share capitalof Sondex by Drilling and Wireline Solutions Limited ("DWSL"), a wholly-ownedsubsidiary of General Electric Company: Results of Court Meeting and EGM. The board of Sondex is pleased to announce that the resolutions to approve therecommended cash offer for the Company by DWSL by means of a Scheme ofArrangement (the "Scheme") under which the shareholders of Sondex will beentitled to receive 460 pence per share were duly passed at the Court Meetingand the Extraordinary General Meeting held today. At the Court Meeting, a majority in number of Sondex shareholders entitled tovote and present either in person or by proxy, and who together representedover 75% by value of the Sondex Shares held by such shareholders, voted infavour of the resolution to approve the Scheme. The resolution was accordinglypassed. At the Extraordinary General Meeting, the special resolution to provide for theimplementation of the Scheme was also passed by the requisite majority. COURT MEETING The voting results on the resolution to approve the Scheme were as follows. Of the total number of Scheme Shares voted: • 99.96% voted for the resolution; and • 0.04% voted against the resolution. EXTRAORDINARY GENERAL MEETING The voting results on the Special Resolution to implement the Scheme were as follows. Of the total number of Sondex Shares voted: • 99.48% voted for the resolution; • 0.03% voted against the resolution; and • 0.49% abstained. Following the Court Meeting and the EGM, implementation of the Scheme and theOffer remains subject to the satisfaction and/or waiver of certain Conditions,which are set out in Part Three of the Scheme Document. These conditionsinclude the sanction of the Scheme and the Confirmation of the CapitalReduction involved therein by the Court. The Scheme will only become effectiveupon delivery to and registration by the Registrar of Companies of an officialcopy of the Court Order. The Court hearing is expected to take place on 25October 2007 and the Scheme is expected to become effective on 26 October 2007.If the Scheme becomes effective on 26 October 2007, the cancellation of thelisting of Sondex Shares is expected to occur at 7.30 am on 26 October 2007.The consideration due to Scheme Shareholders is expected to be sent on 26October 2007 and, in any event, within 14 days of the effective date. Copies of the resolutions passed at the Court Meeting and the EGM have beensubmitted to the UK Listing Authority and will shortly be available forinspection by the public during normal business hours on any weekday (exceptpublic holidays) at the UK Listing Authority's Document Viewing Facility whichis situated at: The Financial Services Authority, 25 The North Colonnade,Canary Wharf, London, E14 5HS. The directors of Sondex accept responsibility for the information contained inthis announcement and, to the best of their knowledge and belief (having takenall reasonable care to ensure that such is the case), the information containedin this announcement is in accordance with the facts and does not omit anythinglikely to affect the import of such information Capitalised terms used have the same meaning as set out in the Scheme Document dated 14 September 2007. ENQUIRIES: Sondex Tel: 01252 862 200 Martin Perry (Chief Executive) Chris Wilks (Finance Director) Investec Tel: 020 7597 5970 James GracePatrick Robb Alex Thomas College Hill Tel: 020 7457 2020 Nick Elwes Investec, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Sondex and no-one elsein connection with the Offer and will not be responsible to anyone other thanSondex for providing the protections afforded to clients of Investec or forproviding advice in relation to the Offer. This information is provided by RNS The company news service from the London Stock Exchange