8th Apr 2009 11:23
For immediate release: 8 April 2009
2 ergo Group plc
("2 ergo" or "the Company")
Completion of Acquisition of Broca plc
Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document issued by Broca plc ("Broca") dated 18 February 2009 in relation to the Scheme.
On 5 February 2009, 2 ergo announced that it had reached agreement on the terms of a recommended all share acquisition of the entire issued and to be issued share capital of Broca.
2 ergo confirms that, following the necessary Broca shareholder approval, the High Court of Justice yesterday made an order confirming the reduction of the share capital of Broca in connection with the Scheme of Arrangement by which 2 ergo's acquisition of Broca is being implemented. This follows the Court's sanction of the Scheme at a hearing held on 3 April 2009. The Reduction Court Order has now been delivered to the Registrar of Companies and registered by the Registrar. Accordingly, the Scheme has now become effective in accordance with its terms and completion of the Acquisition has taken place today.
An application has been made to the London Stock Exchange requesting the cancellation of the admission of the Ordinary Shares of Broca on AIM and such cancellation is expected to take place at 07.00 a.m on 9 April 2009.
Consideration for the Acquisition has been satisfied by the issue of 0.0909 of a New 2 ergo Share for each Scheme Share, amounting to the issue of a total of 2,872,856 New 2 ergo Shares to Scheme Shareholders. The New 2 ergo Shares are expected to be issued at or after 5.00 p.m. today.
Application has been made for the admission of the New 2 ergo Shares to trading on AIM. It is expected that trading will commence in the New 2 ergo Shares on 9 April 2009. The New 2 ergo Shares will rank pari passu with the existing ordinary shares of 1p each in 2 ergo.
The dispatch of share certificates in respect of the New 2 ergo Shares to certified holders is expected to occur by 16 April 2009.
2 ergo's issued share capital now consists of 33,506,694 ordinary shares of 1p each. There are 750,000 shares held in treasury, the total number of voting rights in 2 ergo is 32,756,694 and this is the figure that may be used by shareholders as the denominator for the calculation by which they determine if they are required to notify their interest in, or a change to their interest in, 2 ergo under the FSA's Disclosure and Transparency Rules.
Commenting on the Acquisition, Barry Sharples, Joint CEO of 2 ergo, said:
"We are delighted that we have acquired Broca as we believe that Broca's technology has significant potential to generate future earnings as part of the 2 ergo Group and to provide added value to our customers by enhancing our range of products and services. There is now a growing acceptance and understanding that the mobile phone will be used in many new areas and where security is required the current communications infrastructure is inherently unsecure. Broca's patented technology will enable 2ergo's clients to have the ability to provide end to end security over multiple communication protocols to enable new and innovative mobile phone and wireless data applications where security of data is paramount. Whilst we believe that this technology could provide security solutions for most mobile phone and wireless networks globally, it has particularly strong potential in emerging markets such as Asia, Africa and South America to provide mobile payment and mobile banking solutions."
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For further information, please contact:
|
2 ergo Group plc Neale Graham, Joint CEO Barry Sharples, Joint CEO |
0161 874 4222 |
|
Tavistock Communications Lulu Bridges / Andrew Dunn |
020 7920 3150 |
|
Numis Securities Limited Stuart Skinner (as Nominated Adviser) David Poutney (as Corporate Broker) |
020 7260 1000 |
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