Last checked at 6 Apr 2010 15:00
Not for release, publication or distribution, in whole or in part, in, directly or indirectly, or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction
Recommended proposal for the acquisition of Xploite plc ("Xploite") by Avisen plc
("Avisen") to be implemented by means of a Scheme of Arrangement (the "Scheme")
Results of Court Meeting and General Meeting
Xploite is pleased to announce that, at the Court Meeting held earlier today, the Scheme was approved by the requisite majority and that, subsequently, the Special Resolutions to provide for the implementation of the Scheme were passed at the General Meeting.
The number of Xploite Shares in issue at 6.00p.m on 4 April 2010 was 21,797,054.
Result of Court Meeting
At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.97% by value, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll.
Details of the votes cast were as follows:
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| Number of Scheme Shares voted | Percentage of Scheme Shares voted (%) | Number of Scheme Shareholders who voted | Percentage of Scheme Shareholders voting (%) | Number of Scheme Shares voted as a percentage of the total number of Scheme Shares (%) |
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| FOR | 8,124,882 | 99.97 | 118 | 98.33 | 37.28 |
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| AGAINST | 2,250 | 0.03 | 2 | 1.67 | 0.01 |
Accordingly, the resolution was duly passed on a poll vote.
Result of General Meeting
At the General Meeting, the Special Resolutions were passed by way of a poll vote.
The proxy voting results for the Special Resolutions were as follows:
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| Number of Xploite Shares voted | Percentage of Xploite Shares voted (%) |
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| FOR | 8,053,401 | 99.97 |
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| AGAINST | 2,250 | 0.03 |
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| VOTE WITHHELD | 125 | - |
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 12 March 2010 (the "Scheme Document") including, inter alia, the sanction of the Scheme by the Court and the Capital Reduction. The Court Hearings to sanction the Scheme and confirm the Capital Reduction are expected to take place on 23 April 2010 and 27 April 2010 respectively. It is expected that the last day for dealings in Xploite Shares will be 22 April 2010 and that the Scheme will become effective on 27 April 2010. If the Scheme becomes effective on 27 April 2010, it is expected that the admission to trading on AIM of the Xploite Shares will be cancelled at 7.00 a.m. on 28 April 2010 or shortly thereafter.
The dates stated above are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the associated Capital Reduction and the date on which the conditions set out in the Scheme Document are satisfied or (if capable of waiver) waived. If any of the expected dates change, Xploite will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a Regulatory Information Service.
Terms defined in the Scheme Document have the same meaning in this announcement, save where the context otherwise requires.
In accordance with Rule 19.11 of the City Code, a copy of this announcement and the Scheme Document will be published on Xploite's website at www.xploite.co.uk and Avisen's website at www.avisenplc.com.
For further information please contact:
| Xploite plc | 0870 737 2001 |
| Ian Smith (Chief Executive Officer) |
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| Robert Arrowsmith (Chief Financial Officer) |
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| Brewin Dolphin Investment Banking (financial adviser to Xploite) | 0845 213 1000 |
| Matt Davis |
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| Neil McDonald |
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| Hansard Communications (PR adviser to Xploite) | 020 7245 1100 |
| Justine James |
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| Adam Reynolds |
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Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Xploite or Avisen, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes Effective, (or, if implemented by way of an offer, the offer becomes, or is declared, unconditional as to acceptances, lapses) or otherwise lapses or is withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Xploite or Avisen, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Xploite or Avisen by Avisen or Xploite, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.