9 Nov 2012 14:51
09 November 2012
Tangent Communications plc ("Tangent" or the "Company")
Result of General Meeting
Tangent is pleased to announce that all of the resolutions proposed at the General Meeting, held at 11.00am today, were duly passed.
The number of votes in favour as a percentage of the votes validly cast on each resolution was as follows:
Resolution | Votes in favour (as % votes cast) |
Resolution 1 | 99.70% |
Resolution 2 | 99.34% |
Resolution 3 | 99.68% |
On 24 October 2012, Tangent announced the proposed acquisition of the entire issued share capital of Goodprint UK Limited ("Goodprint"), the proposed placing of 100,000,000 Placing Shares at 10.00 pence per share, and the proposal for approval of a waiver of an obligation under Rule 9 of the City Code on Takeovers and Mergers.
It is anticipated that the admission of 41,066,376 new ordinary shares of 1 pence each ("Ordinary Shares") to trading on AIM will take place on Monday 12 November 2012 ("First Admission") and a further 58,933,624 new Ordinary Shares will be admitted to trading on AIM on Tuesday 13 November 2012 ("Second Admission").
Following Second Admission, the total number of Ordinary Shares in the Company will be 276,445,113, with each share carrying the right to one vote. The Company holds no shares in treasury. Therefore, the total number of shares carrying voting rights in the Company will be 276,445,113.
In order to comply with the City Code on Takeovers and Mergers, Resolution 2, concerning the waiver of obligations under Rule 9 of the City Code in connection with the exercise of any options granted pursuant to the Concert Party Proposed Option Awards (the "Whitewash Resolution"), was passed by means of a poll of Independent Shareholders. The Concert Party did not vote on the Whitewash Resolution. If, following completion of the Placing, the Concert Party Proposed Option Awards are granted and exercised in full, the 2005 Options are exercised in full and no other options are awarded under the Proposed Executive Option Scheme, the number of Ordinary Shares in the Company held by the Concert Party would increase to 113,167,389 Ordinary Shares and the Concert Party's holding would constitute 37.9 per. cent of all the voting rights in the Company.
Completion of the acquisition of Goodprint is expected to take place on Tuesday 13 November 2012.
Tim Green, Chief Executive Officer of Tangent commented:
"The acquisition of Goodprint will provide us with an expanded platform for our existing online retail business, printed.com. Our online business continues to thrive, as customer numbers grow across all sites - printed.com, goodprint and smileprint".
For further information, please contact:
Tangent Communications plc 020 7462 6100
Timothy Green, CEO
Canaccord Genuity Limited 020 7523 8350
Bruce Garrow, Cameron Duncan, Emma Gabriel
Terms used in this announcement, not otherwise defined, are as defined in the circular published on 24 October 2012. A copy of the circular providing further details on, inter alia, the acquisition, the placing and the Whitewash Resolution is available at the Company's website (http://tangentplc.com/reports)