Result of EGM

22 Feb 2007 12:12

Eckoh PLC22 February 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN Eckoh Plc ("Eckoh" or the "Company") Results of the Extraordinary General Meeting and the Purchase and Cancellation of Shares 1. Background On 16 January 2007 the Company announced that it proposed to return up toapproximately £7 million of cash to Eligible Shareholders by way of a tenderoffer (the "Tender Offer"). A circular (the "Circular") dated 16 January 2007 was posted to Shareholderscontaining full details of the Tender Offer and including a notice of anExtraordinary General Meeting (the "EGM") to authorise the Company's purchase ofits Ordinary Shares under the Tender Offer and to grant the Company authority tomake market purchases of its Ordinary Shares. Unless the context otherwise requires, the definitions used in the Circular alsoapply in this announcement. 2. Extraordinary General Meeting The Board of the Company announces that at the EGM of the Company held earliertoday both special resolutions were duly passed by shareholders, so that: - approval has been given for the Company's purchaseof its Ordinary Shares pursuant to the Tender Offer; and - the Company has been given further authority to makemarket purchases of its Ordinary Shares. 3. Tender Offer Resolution 1 having been duly passed, and all the other conditions to the TenderOffer having been satisfied, the Company has today: - accepted valid tenders received under the Tender Offer in thefollowing order of priority: (i) first, tenders of up to 2,000 Ordinary Shares (inclusive)submitted at or below 13 pence per Ordinary Share have been accepted in full,but only in respect of those Shareholders with a registered holding of 2,000Ordinary Shares or less on the Record Date who tendered in respect of all theOrdinary Shares in their holding; (ii) second, tenders submitted below 13 pence per Ordinary Sharehave been accepted in full; and (iii) finally, all other tenders submitted at 13 pence perOrdinary Share (including Strike Price Tenders) have been accepted but have beenscaled back to ensure that the aggregate consideration paid to Shareholders doesnot exceed £7 million. Such tenders have been scaled back pro rata at a rate of53.628673 per cent.; and - completed the Purchase Contract and purchased and cancelled thesuccessfully tendered Ordinary Shares, being a total of 53,846,084 OrdinaryShares (representing approximately 22 per cent. of the existing issued sharecapital of the Company). The 53,846,084 Ordinary Shares that have been purchased and cancelled will notbe available for re-issue. The purchase of 53,846,084 Ordinary Shares will result in approximately £7million of cash being returned to the Company's shareholders. CREST accounts will be credited with the Tender Offer proceeds and cheques forpayment for Ordinary Shares purchased pursuant to the Tender Offer will bedespatched by 27 February 2007. Date: 22 February 2007 For further enquiries, please contact: Eckoh plc Tel: 08701 100 700 Nik Philpot, Chief Executive Officer Adam Moloney, Group Finance Director Corporate Synergy Plc Tel: 020 7448 4400 Jerry Keen / John Prior Buchanan Communications Tel: 020 7466 5000 Mark Edwards / Jeremy Garcia Corporate Synergy plc, which is regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for the Company and no one else inconnection with the Tender Offer and will not be responsible to anyone otherthan the Company for providing the protections afforded to customers ofCorporate Synergy or for giving advice in relation to the Tender Offer. This information is provided by RNS The company news service from the London Stock Exchange