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Result of EGM

6 Jun 2011 15:49

RNS Number : 9456H
Tarsus Group PLC
06 June 2011
 



6 June 2011

 

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL

 

Tarsus Group plc

 

Results of Extraordinary General Meeting

Acquisition of IFO and Placing update

 

Tarsus Group (LSE: TRS), the international business-to-business media group is pleased to announce that the Resolutions put to Shareholders at the Extraordinary General Meeting held earlier today were duly passed.

 

On 19 May 2011 the Company announced that Investec had placed 11,347,517 new Ordinary Shares with new and existing institutional investors at the Placing Price of 141.0 pence per Placing Share to raise approximately £16.0 million in connection with the acquisition of IFO. The Placing is conditional upon Admission.

 

Application has been made to the UK Listing Authority and to the London Stock Exchange for the Placing Shares to be admitted to the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange, respectively. It is expected that Admission will take place and that dealings on the London Stock Exchange in the Placing Shares will commence at 8.00 a.m. (London time) on 7 June 2011.

 

The final proxy voting position as received by the Company in advance of the meeting is set out below:

 

For (i)

Against

% share capital voted (ii)

Resolution

Votes cast

Number

% shares voted

Number

% shares voted

Votes withheld (iii)

1

55,649,806

55,640,897

99.98%

8,909

0.02%

73.74%

77,584

2

55,649,806

55,639,897

99.98%

9,909

0.02%

73.74%

77,584

 

Notes:

(i) Any proxy appointments which gave discretion to the Chairman or the Company Secretary have been included in the 'For' total.

(ii) Issued ordinary share capital at 6 June 2011: 75,472,624 Ordinary Shares.

(iii) A 'Vote Withheld' is not counted towards the votes cast 'For' or 'Against' a resolution.

 

A copy of the resolutions passed at the Extraordinary General Meeting has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do

 

 

For further information contact:

 

Tarsus Group plc

Douglas Emslie, Group Managing Director

020 8846 2700

Ashley Milton, Group Finance Director

020 8846 2700

 

Investec Investment Banking (Sponsor, Financial Adviser and Broker)

Bruce MacInnes

020 7597 5970

Patrick Robb

David Anderson

 

Madano Partnership

Matthew Moth

020 7593 4000

 

 

Terms defined in the announcement by the Company on 19 May 2011 shall have the same meaning in this announcement.

 

Certain statements made in this announcement constitute forward-looking statements. Forward-looking statements can be identified by the use of words such as "may", "will", "should", "predict", "assurance", "aim", "hope", "risk", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or other similar expressions that are predictive or indicative of future events. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Group's expectations, intentions and beliefs concerning, amongst other things, the Group's results of operations, financial position, growth strategy, prospects, dividend policy and the industries in which the Group operates, are forward-looking statements. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Group and the Directors, which may cause the actual results, performance, achievements, dividends of the Group or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. As such, forward-looking statements are no guarantee of future performance.

 

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

 

Investec, which is authorised and regulated by the FSA, is acting exclusively for Tarsus solely in connection with the Placing and for no one else and will not be responsible to anyone other than Tarsus for providing the protections afforded to the customers of Investec or for providing advice in relation to the Placing or any other matter referred to in this announcement.

 

The distribution of this announcement in certain jurisdictions may be restricted by law. This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, New Zealand, Canada, Japan or South Africa or in any jurisdiction in which such offer or solicitation would be unlawful and should not be relied upon in connection with any decision, or as any inducement, to subscribe for or acquire any new Ordinary Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States. No public offer of securities is being made in the United Kingdom or elsewhere.

 

This announcement is not an offer of securities for sale or a solicitation of any offer to purchase securities in the United States. Placing Shares may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the 'US Securities Act') or an exemption therefrom. The Company has not and does not intend to register any securities under the US Securities Act and does not intend to offer any securities to the public in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted. The Placing Shares have not been and will not be registered with any regulatory authority of any state within the United States.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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