1st Sep 2009 12:01
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION INTO WHICH THE SAME WOULD BE UNLAWFUL.
Cosalt plc
("Cosalt" or "the Company")
Result of General Meeting
The Board of Directors of Cosalt plc ('Cosalt' or the 'Company') is pleased to announce that the Resolutions proposed at the General Meeting today to approve the proposed Placing and Open Offer and Firm Placing of 378,000,000 New Ordinary Shares and other related matters were duly passed without amendment by the required majority on a show of hands.
Further details of the Resolutions are set out in a combined circular and prospectus published by Cosalt and circulated to Shareholders on 6 August 2009 (the "Prospectus").
The proxy votes lodged in respect of the Resolutions are as follows:
|
Resolution |
For |
% |
Against |
% |
Withheld |
|
1. Approve the Placing and Open Offer and Firm Placing pursuant to Rule 21 of the City Code |
18,046,639 |
99.91 |
16,205 |
0.09 |
381 |
|
2. Approve the Capital Reorganisation |
18,037,201 |
99.86 |
25,185 |
0.14 |
839 |
|
3. Approve the Issue Price in connection with the Placing and Open Offer and Firm Placing |
18,048,519 |
99.92 |
14,325 |
0.08 |
381 |
|
4. Authorise the allotment of Ordinary Shares |
18,048,665 |
99.92 |
14,179 |
0.08 |
381 |
|
5. Authorise amendment to the Company's articles |
18,035,673 |
99.87 |
23,989 |
0.13 |
3,563 |
|
6. Disapply pre-emption rights in connection with the Placing and Open Offer and Firm Placing |
18,014,932 |
99.74 |
47,730 |
0.26 |
563 |
|
7. Authorise the related party transaction with Sovereign Holding Limited |
12,144,069 |
99.79 |
25,030 |
0.21 |
5,894,126 |
|
8. Authorise the related party transaction with David Ross |
14,035,429 |
99.83 |
23,435 |
0.17 |
4,004,361 |
|
9. Authorise the related party transaction with Hanover Investors |
15,885,772 |
99.85 |
23,435 |
0.15 |
2,154,018 |
|
10. Authorise the related party transaction with Stuart Melville |
15,740,512 |
99.86 |
21,914 |
0.14 |
2,300,799 |
|
11. Authorise the related party transaction with Mark Lejman |
18,028,006 |
99.88 |
21,154 |
0.12 |
14,065 |
|
12. Authorise the related party transaction with Mike Reynolds |
18,028,188 |
99.88 |
21,154 |
0.12 |
13,883 |
|
13. Authorise the Cosalt CSOP |
18,001,111 |
99.70 |
53,321 |
0.30 |
8,793 |
Notes
|
1. |
Any proxy appointments which gave discretion to the Chairman have been included in the 'for' total. |
|
2. |
A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'for' and 'against' resolution. |
|
3. |
The issued share capital as at 1 September 2009 is 26,403,397 Ordinary Shares. |
|
4. |
All percentages are shown to two decimal places. |
Cosalt has forwarded two copies of the Resolutions passed at the General Meeting to the Document Viewing Facility of the UK Listing Authority, where they will shortly be available for viewing at the following address:
|
Document Viewing Facility |
|
UK Listing Authority |
|
25 The North Colonnade |
|
Canary Wharf |
|
London |
|
E14 5HS |
|
Tel: 020 7066 1000 |
The full text of the Resolutions can also be viewed on the Company's website, www.cosalt.com. Details of the proxy votes received will also shortly be available on the Company's website.
The Placing and Open Offer and Firm Placing remain conditional upon the Placing Agreement becoming unconditional in all respects and upon Admission.
Set out below is an expected timetable of principal events in relation to the Placing and Open Offer and Firm Placing.
|
Event |
Time/date |
|
Admission and commencement of dealings in the New Ordinary Shares |
8.00 a.m. on 2 September 2009 |
|
New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST |
8.00 a.m. on 2 September 2009 |
|
Despatch of definitive share certificates for the New Ordinary Shares in certificated form |
by 7 September 2009 |
General notes:
1. The 378,000,000 New Ordinary Shares will be admitted with the ISIN GB0002265055 and not with the ISIN stated in paragraph 25.6 of Part VIII of the Prospectus.
2. Reference to times in this announcement are to London time unless otherwise stated.
3. The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by Cosalt, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Qualifying Shareholders. In particular, in the event that withdrawal rights arise under Section 87Q of FSMA prior to Admission, the Company, Evolution and Noble Grossart may agree to defer Admission until such time as such withdrawal rights no longer apply.
4. Different deadlines and procedures for return of forms may apply in certain cases.
5. This announcement should be read in conjunction with the full text of the Prospectus. A copy of the Prospectus is available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. In addition, copies of the Prospectus are available for inspection during normal business hours on Monday to Friday of each week (public holidays excepted) at the head office of the Company at Fish Dock Road, Grimsby, DN31 3NW. In addition the Prospectus is available for inspection at the offices of Pinsent Masons LLP, CityPoint, One Ropemaker Street, London EC2Y 9AH up to and including the date of Admission. Copies of the Prospectus are also available from the offices of Evolution Securities Limited at 100 Wood Street, London, EC2V 7AN and Noble Grossart at 48 Queen Street, Edinburgh, EH2 3NR as well as the Company's website at www.cosalt.com.
Capitalised terms used, but not defined, in this announcement have the same meanings as given to them in the Prospectus.
1 September 2009
For further information, please contact:
|
Cosalt plc |
Today: 020 7457 2020 |
|
Mark Lejman, Chief Executive |
Thereafter: 01472 504 504 |
|
Mike Reynolds, Finance Director |
|
|
Evolution (Joint Sponsor and Broker) |
Tel: 020 7071 4317 |
|
Tim Worlledge |
|
|
Joanne Lake |
|
|
Noble Grossart (Joint Sponsor and Financial Advisor) |
Tel. 0131 226 7011 |
|
Guy Stenhouse |
|
|
David Harraghy |
|
|
College Hill |
Tel: 020 7457 2020 |
|
Mark Garraway |
|
|
Adam Aljewicz |
IMPORTANT NOTICE
This Announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction into which the same would be unlawful.
This Announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the New Ordinary Shares or any other securities to any person in Australia, Canada, Japan or South Africa, or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. The availability of the Placing and Open Offer and Firm Placing to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any application requirements.
The New Ordinary Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States or under any securities laws of Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would be unlawful and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States, or within any of Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would be unlawful. There will be no public offer of the New Ordinary Shares in the United States.
The distribution of this Announcement and the offering of the New Ordinary Shares in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company, Evolution or Noble Grossart that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Evolution and Noble Grossart to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This Announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares referred to in this Announcement in connection with Placing and Open Offer and Firm Placing except on the basis of information contained in the Prospectus published on 6 August 2009 by the Company in connection with the proposed Placing and Open Offer and Firm Placing.
Neither the content of Cosalt's website (or any other website) nor the content of any website accessible from hyperlinks on Cosalt's website (or any other website) is incorporated into, or forms part of, this Announcement.
Related Shares:
CSLT.L