21 Mar 2019 16:55
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
21 March 2019
TAPTICA INTERNATIONAL Ltd
("Taptica" or the "Company")
Result of Extraordinary General Meeting
Taptica (AIM: TAP), a global leader in advertising technologies for brand advertising and performance-based mobile marketing, is pleased to announce that all Resolutions have been duly passed at the Company's Extraordinary General Meeting held earlier today. Amongst the Resolutions passed was Resolution 1, to authorise the Directors to allot up to 68,343,888 New Taptica Shares on a non-pre-emptive basis pursuant to the terms of the Offer to purchase the entire issued and to be issued share capital of RhythmOne plc.
Next Steps and Key Dates
Completion of the Offer remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including inter alia the passing by the requisite majority of the RhythmOne Resolutions at the RhythmOne General Meeting, the Court Meeting and the sanction of the Scheme by the Court.
Event: | Time and/or Date
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RhythmOne Court Meeting | 10.00 a.m. 22 March 2019 |
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RhythmOne General Meeting | 10.15 a.m. 22 March 2019 |
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Last day of dealings in, and for registration of transfers of, and disablement in CREST of RhythmOne Shares | 29 March 2019 |
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Court Hearing to sanction the Scheme | 29 March 2019 |
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Effective Date of the Scheme | 1 April 2019 |
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Delisting of RhythmOne Shares | by 7:00 a.m. on 2 April 2019 |
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Admission of the New Taptica Shares to trading on AIM | by 8:00 a.m. on 2 April 2019 |
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New Taptica Shares issued to RhythmOne Shareholders | by 8:00 a.m. on 2 April 2019 |
Details of the votes cast were as follows:
Resolution | Votes For* | Votes for % | Votes Against | Votes for % | Total Votes | % of ISC Voted | Votes withheld** |
1 | 43,114,183 | 99.99 | 3,693 | 0.01 | 43,117,876 | 56.15% | 1,065,539 |
2 | 31,547,895 | 73.17 | 11,569,981 | 26.83 | 43,117,876 | 56.15% | 1,065,539 |
3Y | 1,697,840 | 100.00 | 0 | 0.00 | 1,697,840 | 2.21% | 4,723 |
3N | 31,437,895 | 73.10 | 11,569,981 | 26.90 | 43,007,876 | 56.00% | 1,065,539 |
3B | 17,414,855 | 99.97 | 4,723 | 0.03 | 17,419,578 | 22.68% | 0 |
4 | 31,437,895 | 73.10 | 11,569,981 | 26.90 | 43,007,876 | 56.00% | 1,175,539 |
5 | 43,113,153 | 99.99 | 4,723 | 0.01 | 43,117,876 | 56.15% | 1,065,539 |
6 | 43,080,417 | 99.92 | 36,429 | 0.08 | 43,116,846 | 56.15% | 1,066,569 |
7 | 43,113,153 | 99.99 | 4,723 | 0.01 | 43,117,876 | 56.15% | 1,065,539 |
8 | 43,113,153 | 99.99 | 4,723 | 0.01 | 43,117,876 | 56.15% | 1,065,539 |
* The "For" votes include those giving the Chairman discretion.
**A vote "withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.
The times and dates in the timetable above are indicative only, and will depend, among other things, on the date upon which the Conditions are satisfied or (if capable of waiver) waived and the date upon which the Court sanctions the Scheme and the dates on which the Court Order is delivered to the Registrar of Companies. If any of the times and/or dates above change, the revised times and/or dates will be notified by an announcement through a regulatory information service recognised by the London Stock Exchange. All times are London times.
The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Company's Circular dated 14 February 2019.
For further information or enquiries please contact:
Taptica International Ltd | Tel: +972 3 545 3900 |
Tim Weller, Non-Executive Chairman Yaniv Carmi, Chief Financial Officer
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finnCap Ltd Jonny Franklin-Adams Henrik Persson James Thompson Hannah Boros | Tel: +44 20 7220 0500 |
Vigo Communications Jeremy Garcia Antonia Pollock Charlie Neish
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Tel: +44 20 7390 0230 |