SIR.L Regulatory News (SIR)

14 Jun 2007 14:53

Sirius Financial Solutions PLC14 June 2007 Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where it would be unlawful to do so 14 June 2007 SIRIUS FINANCIAL SOLUTIONS PLC RECOMMENDED PROPOSALS FOR THE CASH AND SHARE ACQUISITION OF SIRIUS FINANCIAL SOLUTIONS PLC ("SIRIUS") BY SSP HOLDINGS PLC ("SSP") RESULTS OF SCHEME MEETING, EXTRAORDINARY GENERAL MEETING AND AGM On 8 May 2007 the boards of SSP and Sirius announced that they had reachedagreement on the terms of recommended Proposals for the cash and shareacquisition of Sirius by SSP. The Proposals are to be effected by means of ascheme of arrangement under section 425 of the Companies Act. On 21 May 2007, Sirius dispatched to Sirius Shareholders a circular containing,inter alia, the terms of the Scheme (the "Scheme Document") and noticesconvening the Scheme Meeting and the Sirius Extraordinary General Meeting. The Sirius Board is pleased to announce that, at the Scheme Meeting held earliertoday to approve the proposed scheme of arrangement between Sirius and holdersof Scheme Shares (as defined in the Scheme), the resolution approving the Schemewas passed by the requisite majorities on a poll. The voting of those members who cast votes either in person or by proxy at theScheme Meeting is summarised below: No. of Sirius No. of Sirius % of Sirius Shareholders voting Shares voted Shares voted FOR 76 14,900,885 99.995 AGAINST 1 715 0.005 At the Sirius Extraordinary General Meeting also held earlier today, SiriusShareholders passed the special resolution to approve amendments to Sirius'sArticles, the Scheme and the associated reduction of capital by a show of hands. Completion of the acquisition remains subject to the satisfaction, or ifpermitted, waiver of the Conditions set out in the Scheme Document, including,among other things, the Court Sanction. The Court Hearing of the petition tosanction the Scheme and to confirm the reduction of Sirius' share capital isexpected to take place on 6 July 2007. It is expected that the Scheme willbecome Effective on 9 July 2007 and that the last day of dealings in SiriusShares on the AIM market will be 6 July 2007 (being the Business Day immediatelyprior to the Effective Date). The Annual General Meeting of the Company was also held earlier today. Allresolutions were duly approved by Sirius Shareholders. Capitalised terms used in this announcement have the same meanings as in theScheme Document. Enquiries: Sirius Financial Solutions PLCTel: +44 (0) 121 779 8400Stephen Verrall (Chairman and Group Chief Executive)Richard Bowser (Finance Director) Close Brothers (financial adviser to Sirius)Tel: +44 (0) 20 7655 3100Simon WillisJames Craven Brewin Dolphin Securities Limited (nominated adviser and broker to Sirius)Tel: +44 (0) 121 236 7000Ifor Williams College Hill (PR adviser to Sirius)Tel: +44 (0) 20 7457 2020Adrian DuffieldBen Way The Sirius Directors accept responsibility for the information contained in thisannouncement other than the information for which the SSP Directors acceptresponsibility. To the best of the knowledge and belief of the Sirius Directors(who have taken all reasonable care to ensure that such is the case), theinformation contained in this announcement for which they accept responsibilityis in accordance with the facts and does not omit anything likely to affect theimport of such information. Close Brothers, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Sirius and no one elsein connection with the Proposals and will not be responsible to anyone otherthan Sirius for providing the protections afforded to the clients of CloseBrothers nor for providing advice in relation to the Proposals or any othermatter referred to herein. Brewin Dolphin Securities Limited is acting as nominated adviser and broker toSirius in respect of the Proposals, and no one else in connection with theProposals and will not be responsible to anyone other than Sirius for providingthe protections afforded to the clients of Brewin Dolphin Securities Limited norfor providing advice in relation to the Proposals or any other matter referredto herein. This information is provided by RNS The company news service from the London Stock Exchange