12th Oct 2007 10:30
Acta S.p.A.12 October 2007 12th October 2007 Acta S.p.A. ("Acta" or the "Company") Notice of EGM The Company has today published notice in the Gazzetta Ufficiale of anExtraordinary General Meeting of the Company, to be held at 12.00 noon on 15thNovember 2007 at the offices of Studio Notarile Pierandrea Fabiani, Viale deiParioli 67, Roma, Italy, and in case of need, a second Meeting scheduled for20th November 2007 (at the same time and place). The Meeting will vote uponmatters relating to the acquisition by Acta of the outstanding 10% minoritystake in Idea Lab S.r.l. ("Idea Lab"), Acta's 90% subsidiary company from MrsMaria Cristina Del Bono ("the Vendor") and the subsequent merger of Acta andIdea Lab, in order to improve the cost effectiveness of the group'sadministration activities. The acquisition is a related party transaction which exceeds 5% in the ClassTests specified under AIM Rules Schedule 3 by virtue of the revenues (patentlicence fees) charged from the subsidiary to the parent company. In accordancewith AIM Rule 12, the following information is hereby disclosed: Particulars of the Transaction: Purchase of outstanding 10% minority interest in its subsidiary by Acta Name of Company: Idea Lab S.r.l. Description of Business: Development of catalysts for fuel cells, development of direct ethanol fuel cell stack Attributable Profits: Profit of €238,000 for six months to 30 June 2007 (Loss of €481,963 during year to 31 December 2006) Value of Assets: Net assets of €1,762,000 as at 30 June 2007 (€525,000 as at 31 December 2006) Full Consideration: €280,000 for 10% of the existing ordinary share capital of Idea Lab, payable in cash or shares of Acta (calculated by reference to the six month average at completion), at the option of the subsidiary's minority shareholder; Effect on Acta: Removal of minority interest in the consolidated profits and losses of the group. Dilution of approx. 0.46% to the issued capital of Acta if the consideration is satisfied in shares of Acta; The Vendor is a related party by virtue of being a substantial shareholder inIdea Lab, Acta's 90% owned subsidiary. The directors of Acta consider, havingconsulted with Numis Securities Ltd, that the terms of the transaction are fairand reasonable insofar as its shareholders are concerned. Although shareholder approval to the transaction itself is not a requirementunder either Italian law or the AIM Rules, the resolutions being proposed at theEGM may be required and if passed prior to completion will reduce theadministration and legal process which might otherwise accompany the acquisitionof the minority stake. Acta has obtained irrevocable undertakings to vote infavour of the resolutions from shareholders accounting for 50.74% of the sharesin issue. It is therefore intended that, on this occasion, no notice of EGM besent to shareholders. For further information, please contact: Acta S.p.A Tel. + 44 (0) 20 7360 4900Toby Woolrych Smithfield Group Tel. +44 (0) 20 7360 4900George Hudson, Katie Hunt Numis Tel. +44 (0) 20 7260 1000David Poutney, Alex Ham This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
ACTA.L