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Results of Tender Offer

25 Oct 2010 07:00

RNS Number : 9114U
Sinosoft Technology plc
25 October 2010
 



SINOSOFT TECHNOLOGY PLC

("Sinosoft" or "the Company")

 

RESULTS 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 and other related matters, including a capital reduction ("Capital Reduction").

 

The Circular contained full details of the Tender Offer and included a notice of a general meeting convened inter alia to authorise the Company's purchase of its Ordinary Shares under the Tender Offer ("General Meeting").

 

 

2. Result of Tender Offer

 

The Board of the Company announces that pursuant to the Tender Offer, which closed at 1p.m. on 22 October 2010, valid tenders for 44,222,034 Ordinary Shares were received and conditionally accepted by the Company, as detailed below. The consideration for the Tender Offer is 8 pence per Ordinary Share.

 

The Tender Offer remains conditional on the passing of Resolutions 1 to 3 inclusive at the General Meeting convened for 11.00 a.m. on 9 November 2010 and the Capital Reduction becoming effective, and on certain other matters set out in the Circular (the 'Conditions'). A further announcement will be made after the General Meeting.

 

Subject to the fulfillment of the Conditions:

 

·; the purchase of successfully tendered Ordinary Shares is expected to be effected by the Company on 1 December 2010, following which those 44,222,034 Ordinary Shares (representing approximately 26.7 per cent. of the existing issued share capital of the Company) will be cancelled and will not be available for re-issue;

 

·; the purchase of 44,222,034 Ordinary Shares pursuant to the Tender Offer will result in approximately £3,537,762.72 of cash being returned to the Company's shareholders; and

 

·; it is expected that CREST accounts will be credited with the Tender Offer proceeds and cheques for payment for Ordinary Shares purchased pursuant to the Tender Offer will be despatched by 2 December 2010.

 

If the distributable reserves of the Company following completion of the Capital Reduction are for any reason insufficient to allow the Company to purchase legally the entire amount of Ordinary Shares tendered, tenders will be scaled back pro rata as described in the Circular and the above arrangements for purchase and payment of the purchase price will be delayed by about seven days.

 

3. The General Meeting

 

The General Meeting is being held at 11.00 a.m. on 9 November 2010 at the offices of Edwin Coe LLP, 2 Stone Buildings, Lincoln's Inn, London WC2A 3TH.

 

Shareholders will have received with the Circular a Form of Proxy for use in connection with the General Meeting. Holders of Ordinary Shares in uncertificated form may appoint a proxy via the CREST system as described in the notes to the notice of General Meeting at the end of the Circular. Whether or not a Shareholder intends to be present at the General Meeting and whether or not a Shareholder has tendered any Ordinary Shares under the Tender Offer, Shareholders are asked to complete and return the Form of Proxy or give proxy instructions via the CREST system as soon as possible and, in any event, so as to be received by the Company's Registrars by not later than 11.00 a.m. on 7 November 2010. The completion and return of a Form of Proxy or appointment of a proxy through CREST will not preclude Shareholders from attending the General Meeting and voting in person should they wish to do so.

 

4. Suspension of Trading and Cancellation of Admission to AIM

 

The Company intends to seek the suspension of the Company's shares from trading on AIM from 1 December 2010 until the Company's admission to trading of its Ordinary Shares on the AIM market has been cancelled on 3 December 2010, subject to shareholder approval being obtained for the cancellation.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

2010

Tender Offer opens

1 October

Latest time for receipt of Tender Forms for certificated shares

by 1.00p.m. on 22 October

Latest time for receipt of TTE Instructions for uncertificated shares

by 1.00p.m. on 22 October

Record Date for the Tender Offer

5.00p.m. on 22 October

Announcement of results of the Tender Offer

25 October

Purchase Contract available for inspection

from 25 October until 9 November

Latest time for receipt of Forms of Proxy

7 November at 11.00 a.m.

General Meeting

9 November at 11.00 a.m.

Announcements of results of General Meeting

9 November

Expected suspension of trading on AIM of Ordinary Shares

from 8am on 1 December

Court hearing to confirm Capital Reduction and effective date for Capital Reduction

1 December

Effective Date for Capital Reduction

By 1 December

Purchase of Tender Offer Shares under the Tender Offer

1 December

CREST Account credited with Tender Offer proceeds

2 December

Dispatch of cheques for Tender Offer proceeds

2 December

Ordinary Shares delisted from AIM

By 3 December

CREST facilities for Ordinary Shares cancelled

By 3 December

 

 

 

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

 

 

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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