Last checked at 7 Nov 2011 12:02
7 November 2011
Avisen plc (AIM: AVI)
("Avisen", "the Group" or "the Company")
Result of General Meeting
The directors of Avisen are pleased to announce that further to the Company's announcement on 7 October 2011 regarding Avisen's proposed acquisition of 1Spatial Holdings Plc ("1Spatial") (the "Proposed Acquisition"), all resolutions at the General Meeting ("GM") held earlier today were duly passed. The Proposed Acquisition, which remains subject to certain other conditions, was conditional upon the passing of the resolutions at the GM.
Next Steps
Completion of the Scheme remains subject to the satisfaction or, if permitted, waiver of the remaining conditions of the Scheme set out in the Scheme Document dated 13 October 2011 (the "Scheme Document") including, inter alia, the sanction of the Scheme by the Court, expected to take place on 23 November 2011, and the Reduction of Capital expected to take place on 25 November 2011.
It is expected that the last day for dealings in 1Spatial Shares will be 24 November 2011 and that the Scheme will become effective on 25 November 2011. If the Scheme becomes effective on 25 November 2011, it is expected that the admission to trading on AIM of the 1Spatial Shares will be cancelled at 7.00 am on 28 November 2011 or shortly thereafter. The new Avisen Shares to be allotted to existing 1Spatial Shareholders pursuant to the Scheme will be admitted to trading on AIM on the 28 November 2011.
Unless otherwise stated, all references to time in this announcement are to London time. The dates in this announcement are indicative only. These dates depend on, inter alia, the date upon which the Court sanctions the Scheme and confirms the associated Reduction of Capital, and the date on which the Court Order is delivered to the Registrar and whether the Conditions are satisfied or, (if capable of waiver) waived. Further announcements will be made in due course.
Capitalised terms in this announcement shall have the same meaning as set out in the Scheme Document.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will be made available on the Company's website at www.avisenplc.com and 1Spatials's website at www.1spatial.com.
-END-
For further information, contact:
Avisen PLC: Marcus Hanke, CEO Claire Milverton, CFO
| 020 3427 5004 |
Strand Hanson Limited: James Harris Andrew Emmott Paul Cocker
| 0207 409 3494 |
Bishopsgate Communications: Deepali Schneider Natalie Quinn avisen@bishopsgatecommunications.com
| 020 7652 3350 |
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure."