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Result of EGM

25 Apr 2012 11:00

RNS Number : 0251C
Ten Alps PLC
25 April 2012
 



Ten Alps Plc

Result of EGM

 

 

Media group Ten Alps Plc ("Ten Alps" or the "Company") is pleased to announce that all resolutions proposed at the extraordinary general meeting (EGM) held earlier today were duly passed.

 

The Resolutions passed at the EGM were as follows:

 

1. an ordinary resolution to approve the Waiver from the obligations on the Concert Party that would otherwise arise under Rule 9 of the Takeover Code. This resolution was taken on a poll by Independent Shareholders voting in person or by proxy at the EGM;

 

2. an ordinary resolution to authorise the Directors to allot the Subscription Shares and to provide the Directors with a general authority to allot an additional 126,270,500 ordinary shares of 2p each (Ordinary Shares).

 

3. a special resolution to authorise the Directors to allot the Subscription Shares and to allot an additional 25,254,100 Ordinary Shares, in each case other than on a pre-emptive basis.

 

The Concert Party comprises Herald Investment Trust plc (HIT) together with Herald Venture Limited Partnership (HVLP), Herald Venture Limited Partnership II (HVLP II), Herald Venture Limited Partnership III (HVLP III) and the John Booth Parties. HIT, HVLP, HVLP II and HVLP III are deemed to be acting in concert (as defined in, and for the purposes of, the Takeover Code) by reason of the investments of each such entity being managed since their inception by Herald Investment Management Limited (HIML). Directors and key employees of HIT, HVLP, HVLPII, HVLP III, and HIML are also deemed to be in concert with them. John Booth, a director of HIML, holds shares in his own name and is subscribing, together with The John Booth Charitable Trust, for shares pursuant to the Subscription.

 

Issue of Ordinary Shares and Total Voting Rights

 

As a result, the Company will now issue 120,000,000 Ordinary Shares pursuant to the Subscription.

 

Application has been made for the Subscription Shares to be admitted to trading on AIM, which is expected to occur on or around 26 April 2012. The Subscription Shares will, if they are admitted, rank pari passu with existing ordinary shares in the Company.

 

Following admission to trading of the Subscription Shares, the Company will have an issued share capital of 252,541,012 ordinary shares of 2 pence each. The Company has no shares in Treasury, therefore the total number of voting rights in the Company will be 252,541,012 .

 

The above total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the FSA's Disclosure and Transparency Rules.

 

 

Directors' and other shareholdings

 

Following the issue of 120,000,000 Ordinary Shares, HIT and other members of the Concert Party, Directors and other investors will be interested in the ordinary shares of the Company following the Subscription as follows:

 

 

Number of Ordinary Shares held prior to the Subscription

Percentage of Ordinary Shares held prior to the Subscription

Number of new Ordinary Shares to be acquired pursuant to the Subscription

Number of Ordinary Shares following completion of the Subscription

Percentage of Enlarged Share Capital

Directors

 

 

 

 

 

P M Bertram

 312,500

 0.24

 2,000,000

 2,312,500

 0.92

N Patel

 330,500

 0.25

 600,000

 930,500

 0.37

R F Z Geldof KBE

 4,324,728

 3.26

 7,050,000

 11,374,728

 4.50

T J D Hoare

 4,161,000

 3.14

 4,000,000

 8,161,000

 3.23

A B Walden

 68,750

 0.05

-

 68,750

 0.03

 

 

 

 

 

 

Concert Party

 

 

 

 

 

HIT

 31,360,343

 23.66

 52,539,400

 83,899,743

 33.22

HVLP

 1,856,930

 1.40

-

 1,856,930

 0.74

HVLP II

 825,388

 0.62

-

 825,388

 0.33

HVLP III

 660,367

 0.50

-

 660,367

 0.26

John Booth Parties

 3,218,750

2.43 

 24,594,800*

 27,813,550*

 11.01

Concert Party

 37,921,778

 28.61

 77,134,200

 115,055,978

 45.56

 

 

 

 

 

 

Others

 

 

 

 

 

Artemis

 4,375,000

 3.30

 19,675,800

 24,050,800

 9.52

Caldwell

 4,484,305

 3.80

 8,000,000

 12,484,305

 4.94

 

*Included in these amounts are 10,000,000 shares to be acquired on behalf of The John Booth Charitable Trust

 

Definitions

 

Capitalised terms used, but not defined in this announcement shall have the meaning as given to them in the announcement and circular to Shareholder (Circular) published by the Company on 2 April 2012.

 

A copy of the Circular is available the Company's website, www.tenalps.com.

 

For further information, please contact:

 

Ten Alps plc

 

Peter Bertram, Chairman

Tel: +44 (0) 20 7878 2311

c/o Moira McManus

 

www.tenalps.com

 

 

 

Grant Thornton, Nominated Adviser

Tel: +44 (0) 20 7383 5100

Colin Aaronson / Jen Hatter

 

www.grant-thornton.co.uk

 

 

 

Canaccord Genuity, Broker

 

Bhavesh Patel/ Kit Stephenson

Tel: +44 (0) 20 7050 6500

www.canaccordgenuity.com

 

 

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