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Pin to quick picks1Spatial Holdings Regulatory News (SPA)

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Result of GM

7 Nov 2011 12:02

RNS Number : 6169R
Avisen PLC
07 November 2011
 



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."

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
ROMDKODPDBDDODK
Date   Source Headline
15th Aug 201112:27 pmRNSDirectors Dealing
4th Aug 201112:15 pmRNSDirectors Dealing
1st Aug 20115:10 pmRNSDirectors Dealing
27th Jul 20114:26 pmRNSNotice of AGM
14th Jul 20117:00 amRNSContract Win
5th Jul 20117:00 amRNSNotice of Results
6th Jun 20114:32 pmRNSHolding(s) in Company
19th Apr 20117:00 amRNSContract Win
15th Apr 20118:57 amRNSAcquisition
1st Apr 20113:44 pmRNSCompletion of the disposal of Inca Software Limite
22nd Mar 20117:00 amRNSInterim Results for the 9 months ended 31.12.2010
17th Mar 20117:00 amRNSDisposal of Inca
17th Mar 20117:00 amRNSAcquisition
3rd Mar 201111:28 amRNSRe Heads of Terms
8th Feb 201110:48 amRNSChange in Holding(s)
7th Feb 20116:14 pmRNSChange in Holding
20th Jan 20117:00 amRNSTrading Statement
12th Jan 20117:00 amRNSFramework Agreement
26th Nov 20101:15 pmRNSChange in Holdings
18th Nov 20102:53 pmRNSNotification of Major Interest in Shares
19th Oct 20108:28 amRNSFirst Day of Dealing
18th Oct 20102:31 pmRNSResult of General Meeting
13th Oct 20107:00 amRNSInterim Results
12th Oct 20104:00 pmRNSShare Transfer
12th Oct 20107:00 amRNSSettlement of Claim
4th Oct 20103:43 pmRNSSchedule 1 - IQ Holdings plc
1st Oct 20107:00 amRNSProposed acquisition of 1Spatial Group Limited
8th Sep 201012:37 pmRNSResult of AGM
12th Aug 20105:09 pmRNSResult of AGM
4th Aug 201012:03 pmRNSIssue of Equity
2nd Aug 20104:44 pmRNSChange in Holding
30th Jul 20107:00 amRNSFinal Results
29th Jul 201012:01 pmRNSDirectorate Change
29th Jul 201012:00 pmRNSChange of Adviser
22nd Jul 20103:01 pmRNSDirectorate Change
21st Jul 20103:24 pmRNSDirectorate Change
21st Jul 20107:00 amRNSDirectorate Change
16th Jul 20101:10 pmRNSChange of Adviser
14th Jul 20104:04 pmRNSDisposal of Interest
2nd Jul 20104:15 pmRNSNotice of AGM
30th Jun 20104:34 pmRNSFinal Results
17th Jun 20104:20 pmRNSDirectorate Changes
27th May 201011:55 amRNSDirectorate Change
26th May 20105:04 pmRNSConvertible Loan Note
26th May 20101:46 pmRNSIssue of Equity
20th May 20107:01 amRNSDirectorate Change
20th May 20107:00 amRNSChange of Adviser
30th Apr 201012:25 pmRNSIssue of Equity
27th Apr 20103:15 pmRNSScheme Effective
27th Apr 20103:03 pmRNSScheme Effective

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