Last checked at 1 Dec 2010 16:15
SINOSOFT TECHNOLOGY PLC
("Sinosoft" or "the Company")
COMPLETION OF TENDER OFFER
1. Background to Tender Offer
On 1 October 2010 the Company posted a circular to shareholders (the "Circular") regarding a tender offer (the "Tender Offer") for the Company's Ordinary Shares, the cancellation of admission of the Ordinary Shares to trading on AIM ("De-listing") and other related matters, including a capital reduction ("Capital Reduction") and amendment of the articles of association of the Company ("Articles").
The Circular contained full details of the Tender Offer and included a notice of a general meeting convened to authorise the Company's purchase of its Ordinary Shares under the Tender Offer, the De-listing, the Capital Reduction and the amendment of the Articles ("General Meeting"). Defined terms in the Circular have the same meanings in this announcement.
On 9 November 2010, the Board of the Company announced that, at the General Meeting held on that date, all four special resolutions set out in the notice of general meeting were duly passed by shareholders.
2. Capital Reduction
The Board of the Company announces that today the Capital Reduction has been approved by the High Court and the confirmatory order made by the Court has been registered by the Registrar of Companies.
3. Completion of Tender Offer
Accordingly the Tender Offer and the Purchase Contract approved at the General Meeting have become unconditional and the Company has today:
·; unconditionally accepted valid tenders received under the Tender Offer; and
·; completed the Purchase Contract and purchased and cancelled the successfully tendered Ordinary Shares, being a total of 44,222,034 Ordinary Shares (representing approximately 26.7% of the issued share capital of the Company).
The 44,222,034 Ordinary Shares that have been purchased and cancelled will not be available for re-issue. The Company's issued share capital has been decreased accordingly as a result of such cancellation.
The purchase of 44,222,034 Ordinary Shares will result in approximately £3,537,762.72 of cash being returned to the Company's shareholders.
CREST accounts will be credited with the Tender Offer proceeds, and cheques for payment for Ordinary Shares in certificated form purchased pursuant to the Tender Offer will be dispatched, by 2 December 2010, in accordance with the Tender Offer terms.
As announced via RNS, trading in the Ordinary Shares has been suspended as from 7.30 a.m. on the date of this announcement and cancellation of the admission of the Ordinary Shares to trading on AIM is to take place on 3 December 2010.
Following the cancellation of admission to listing, the CREST facility will be withdrawn and Ordinary Shares will be held in certificated form. Share certificates will be sent to those shareholders formerly holding their shares in CREST, together with any balance certificates resulting from partial acceptances under the Tender Offer, within 7 days of withdrawal of the CREST facility.
TIMETABLE OF CURRENT AND EXPECTED FURTHER EVENTS
2010 | |
Suspension of trading on AIM of Ordinary Shares | from 7.30 a.m. on 1 December |
Effective Date for Capital Reduction and | |
purchase of Tender Offer Shares under the Tender Offer | 1 December |
CREST Accounts credited and | |
dispatch of cheques for Tender Offer proceeds | 2 December |
Cancellation of admission of Ordinary Shares to AIM | from 7.00 a.m. on 3 December |
CREST facilities for Ordinary Shares cancelled | On 3 December |
If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service of the London Stock Exchange.
All references to times in this announcement are to London (UK) time unless otherwise stated.
For further information please contact:
Sinosoft Technology plc | Mr. Yifa Yu | +86 025 84815959 yuyifa@sinosoft-technology.com |
Westhouse Securities | Tim Metcalfe / Richard Baty
| 020 7601 6100 |
Tavistock Communications | Simon Compton | 020 7920 3150 |