8 Sep 2017 15:24
8 September 2017
Sphere Medical Holding plc
("Sphere", "Sphere Medical" or the "Company")
Results of General Meeting
Sphere Medical Holding plc (AIM: SPHR.L), an innovative point-of-care monitoring and diagnostic devices company, announces that, at its General Meeting held today in London in respect of the proposed Investment and Cancellation as announced on 21 August 2017 all resolutions were duly passed on a show of hands (except for resolution 4 which was required to be taken on a poll in accordance with the Takeover Code).
Resolution 4 to approve the waiver of the obligation of the members of the Concert Party under Rule 9 of the Takeover Code in connection with the Investment and/or exercise of the Investment Warrants was duly passed on a poll of the Independent Shareholders. The voting results for resolution 4 are included below.
Resolution | Votes For1 | % | Votes against | % of votes cast | Total votes cast | % of issued share capital votes | Votes withheld2 |
4 | 26,040,825 | 99.03% | 254,689 | 0.97% | 26,295,514 | 18.55% | 17,289 |
(1) Votes 'For' include votes giving the Chairman discretion
(2) A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
As a result, the Investment and Cancellation will proceed. The last day of dealings on AIM in the Company's Ordinary Shares will be 19 September 2017 and the cancellation of admission to trading on AIM will be effective from 7.00 a.m. on 20 September 2017. The £5 million proceeds of the Initial Investment Round are due to be received by the Company by 26 September 2017, and any proceeds of the Second Investment Round by 4 October 2017.
Details of the proxy voting for each resolution are provided on the Company's website on the Shareholder Communications page in the Investor Relations section.
Ordinary Share dealing following Cancellation
Following Cancellation, as the Ordinary Shares will no longer be traded on a public market, the Company intends for the period of 18 months from the date of Cancellation to use reasonable endeavours to facilitate introductions and communication among Shareholders who wish to sell their Ordinary Shares and those persons who wish to purchase Ordinary Shares. To do this Shareholders or persons wishing to acquire or sell Ordinary Shares will be able to leave an indication with the Company that they are prepared to buy and sell Ordinary Shares at a specified price. In the event that the Company is able to match that order with an opposite sell or buy instruction, the Company would contact both parties to effect the order. In carrying out such activities, the Company will take no responsibility to match-up Shareholders wishing to sell and purchase Ordinary Shares, and no responsibility in respect of the time frame in which introductions or communications (if any) are made or as to the price at which any trades might take place.
Interests of the Concert Party following the Investment
Upon completion of the Investment, the potential voting rights attributable to the interests of the Concert Party will be as follows:
WPCT | OMNIS | WEIF | Woodford* | Wales Fund | Total | |
Number of existing Ordinary Shares at the date of this document | 27,650,000 | 3,126,575 | 11,750,000 | 42,526,575 | 25,000,000 | 67,526,575 |
Percentage of voting Rights | 19.5% | 2.2% | 8.3% | 29.99% | 17.6% | 47.6% |
Number of Convertible Preferred Shares immediately following the Investment1 | 106,307,583 | 35,435,861 | - | 141,743,444 | 35,435,861 | 177,179,305 |
Percentage voting rights in the Company immediately following the Investment (assuming no Investment Warrants exercised)2 | 42.0% | 12.1% | 3.7% | 57.8% | 18.9% | 76.7% |
Maximum number of Investment Warrants to be issued in respect of the Investment2 | 170,092,133 | 56,697,378 | - | 226,789,511 | 56,697,377 | 283,486,888 |
Percentage voting rights in the Company immediately following the Investment (assuming no Investment Warrants are exercised)5 | 31.5% | 9.1% | 2.8% | 43.3% | 14.2% | 57.5% |
Percentage voting rights in the Company immediately following the Investment (assuming all Investment Warrants held by Woodford are exercised)2 3 | 55.7% | 17.5% | 2.1% | 75.3% | 11.1% | 86.4% |
Percentage voting rights in the Company immediately following the Investment (assuming all Investment Warrants held by Wales Fund are exercised)2 4 | 35.7% | 10.3% | 3.1% | 49.1% | 31.2% | 80.2% |
Percentage voting rights in the Company immediately following the Investment (assuming all Investment Warrants held by Wales Fund and Woodford are exercised)2 | 50.5% | 15.8% | 1.9% | 68.2% | 19.4% | 87.7% |
Percentage voting rights in the Company immediately following the Investment (assuming all Investment Warrants held by Wales Fund and Woodford are exercised)5 | 39.9% | 12.3% | 1.9% | 54.1% | 15.9% | 70.0% |
* The interests of OMNIS, WEIF and WPCT are aggregated
1 Woodford and the Wales Fund have conditionally agreed to subscribe for Convertible Preferred Shares in the Initial Investment Round. They do not intend to participate in the Second Investment Round
2 Assumes no participation by investors in the Second Investment Round
3 Assumes Wales Fund does not exercise any Investment Warrants
4 Assumes Woodford does not exercise any Investment Warrants
5 Assumes full participation by investors in the Second Investment Round (with Woodford and Wales not participating in the Second Investment Round)
The capitalised terms used in this announcement have the meaning as defined in the announcement published by the Company at 5:53 p.m. on 21 August 2017 unless otherwise stated.
- Ends -
For further information, please contact:
Sphere Medical Holding plc | Tel: +44 (0)1223 875 222 | |
Dr Wolfgang Rencken, Chief Executive Officer | ||
Richard Wright, Chief Financial Officer | ||
Panmure Gordon | Tel: +44 (0) 20 7886 2500 | |
Freddy Crossley (Corporate Finance) | ||
Duncan Monteith (Corporate Finance) | ||
Tom Salvesen (Corporate Broking) | ||
Consilium Strategic Communications | Tel: +44 (0) 20 3709 5700 | |
Mary-Jane Elliott | spheremedical@consilium-comms.com | |
Ivar Milligan | ||
Hendrik Thys | ||
Notes for Editors
About Sphere Medical (AIM: SPHR.L)
Sphere Medical is an innovative point-of-care medical device company. Its Proxima platform measures blood gases, electrolytes and metabolites at the patient's bedside and aims to improve patient care and reduce health system costs. For further information, please visit www.spheremedical.com.