31st Oct 2008 12:35
Results of the Court Meeting and General Meeting - Shareholder approval of the Scheme of Arrangement
Tarsus Group plc ("Tarsus") is pleased to announce that, at the Court Meeting and General Meeting held earlier today, holders of Scheme Shares approved, without modification, the Scheme of Arrangement proposed in a circular to shareholders dated 8 October 2008 (the "Scheme Circular"). Unless otherwise stated, terms used in this announcement shall have the same meanings as set out in the Scheme Circular.
The implementation of the Scheme remains subject to the satisfaction of the conditions as set out in the Scheme Circular.
At a hearing convened for the 25 November 2008, the High Court is expected to approve the Scheme of Arrangement, which will result in the introduction of a new Jersey incorporated holding company, New Tarsus, above Tarsus. It is expected that the Scheme will become effective on 26 November 2008. As is currently the case for Tarsus, shares in New Tarsus are expected to be admitted to the Official List and listed on London Stock Exchange's main market for listed securities.
At the General Meeting that immediately followed the Court Meeting, shareholders also approved, without modification, all resolutions proposed in the Notice of General Meeting included in the Scheme Circular. The special resolution provided for, amongst other things, shareholder approval for the Scheme of Arrangement, the re-classification of Tarsus' share capital, the reduction of Tarsus' capital and issue of new ordinary shares to New Tarsus, the reduction of the capital of New Tarsus to credit a profit reserve and for the application for de-listing of the existing Tarsus shares upon the Scheme becoming effective. Tarsus Shareholders also approved ordinary resolutions for the adoption by New Tarsus of a new Savings Related Share Option Plan, a new Company Share Option Plan, a new Long Term Share Acquisition Plan and authorisation to the directors of New Tarsus to offer a scrip dividend. The principal terms of each of these resolutions are summarised in the Scheme Circular.
The full results of the votes cast at the Meetings were as follows:
Results of the vote at the Court Meeting
Voting at the Court Meeting was conducted by poll. The result of the poll regarding the resolution to approve the Scheme is set out below:
|
Court Meeting |
FOR |
AGAINST |
||
|
Number |
% |
Number |
% |
|
|
Holders Voting |
124 |
99.2 |
1 |
0.8 |
|
Votes Cast |
42,696,279 |
99.998 |
752 |
0.002 |
669 Scheme Shareholders, holding between them 19,065,892 (30.87%) total votes attaching to all Scheme Shares, did not vote either in person or by proxy at the Court Meeting.
Results of the votes at the General Meeting
Voting at the General Meeting was conducted by poll on all resolutions. The results of the polls are set out below.
|
General Meeting |
FOR* |
AGAINST |
WITHHELD |
PROXIES RECEIVED |
|||
|
Number |
% |
Number |
% |
Number |
Number |
% |
|
|
(1) Special Resolution approving: the Scheme, including: (a) the reclassification of Tarsus' share capital to give effect to the Scheme;
(b) the reduction of capital and the issue of new ordinary shares to New Tarsus provided for in the Scheme; and
(c) giving of authority to the directors to take all such action as they consider necessary for carrying the Scheme into effect; amendments to the articles of association of Tarsus; the reduction of capital of New Tarsus; change of the name of Tarsus to Tarsus plc; and the application by Tarsus for delisting of Tarsus' shares. |
44,322,912 |
99.998 |
752 |
0.002 |
88,130 |
44,323,664 |
71.764 |
|
(2) the new 2008 SAYE to be adopted by New Tarsus |
44,411,042 |
99.998 |
752 |
0.002 |
0 |
44,411,794 |
71.907 |
|
(3) the new 2008 CSOP to be adopted by New Tarsus |
43,750,217 |
99.891 |
47,577 |
0.109 |
614,000 |
43,797,794 |
70.913 |
|
(4) the new 2008 SAP to be adopted by New Tarsus |
35,307,068 |
98.425 |
564,886 |
1.575 |
8,539,840 |
35,871,954 |
58.080 |
|
(5) the directors of New Tarsus to offer a scrip dividend |
44,411,042 |
99.998 |
752 |
0.002 |
0 |
44,411,794 |
71.907 |
* this figure includes discretionary votes
** a vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for and against a resolution
The number of shares in issue at 8 October 2008 (the date of the notice of the Court Meeting and the General Meeting) was 61,762,923. (One ordinary share has since been issued to New Tarsus, and for the avoidance of doubt, this share is not a Scheme Share.)
Copies of the resolutions passed at the Court Meeting and the General Meeting have been submitted to the UKLA and will shortly be available for inspection at the UKLA's document viewing facility, which is situated at the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
Expected timetable of principal events
The expected timetable of key events is provided below. This timetable may be subject to change. Any changes to the timetable will be the subject of a further announcement.
|
Event |
Time and/or date |
|
Court Hearing to sanction the Scheme |
25 November 2008 |
|
Last day of dealings in, and for registration of transfers of Ordinary Shares |
25 November 2008 |
|
Scheme Record Time |
6.00 p.m. on 25 November 2008 |
|
Scheme Effective Date |
26 November 2008 |
|
Cancellation of listing of Ordinary Shares, New Tarsus Shares admitted to Official List of the UKLA, crediting of New Tarsus Shares to CREST accounts and dealings in New Tarsus Shares commence on London Stock Exchange's main market for listed securities |
8.00 a.m. on 26 November 2008 |
|
Jersey Court Hearing to sanction the New Tarsus Reduction of Capital |
1 December 2008 |
|
New Tarsus Reduction of Capital becomes effective |
1 December 2008 |
|
Despatch of New Tarsus Share certificates where applicable |
by 11 December 2008 |
Unless otherwise stated, terms used in this announcement shall have the same meanings as set out in the Scheme Circular.
|
For further information please contact: |
|
|
Tarsus Group plc: Douglas Emslie, Group Managing Director |
020 8846 2700 |
|
KBC Peel Hunt Ltd: Julian Blunt David Anderson |
020 7814 8900 |
|
Media: Matthew Moth, Madano Partnership |
020 7593 4000 |
|
Investor Relations: Neville Harris, IR Focus Stephen Scott, Scott Harris |
020 7593 4015 020 7653 0030 |
Notes to editors
On 8 October 2008, Tarsus Group plc announced proposals that will create a new Tarsus holding company which will be UK-listed, incorporated in Jersey with its tax residence in the Republic of Ireland. The proposed international corporate structure reflects the development of the Tarsus Group into an international business-to-business media group through organic growth and acquisitions in the United States, France, the United Arab Emirates, China and India. As a result, the Group's revenues are derived primarily in US dollars and Euros. The Tarsus Group currently operates in the US, Europe and the emerging markets with offices in London (United Kingdom), Paris (France), Milwaukee and Boca Raton (United States), Düsseldorf (Germany), Shanghai and Wuhan (China), and Dubai (United Arab Emirates). The Tarsus Group has limited UK activities, having disposed of the majority of these, as the UK exhibition market is considered by the directors of Tarsus to be comparatively small, mature and expensive with high barriers to entry.
KBC Peel Hunt Ltd is acting as sponsor for New Tarsus's listing and as corporate broker to Tarsus and New Tarsus. KBC Peel Hunt Ltd is acting for Tarsus and New Tarsus and no one else in connection with the proposals and will not be responsible to anyone other than Tarsus and New Tarsus for providing the protections afforded to its clients or for providing advice in relation to the proposals or the contents of this announcement.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNONCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAWS.
Notice to United States residents
This announcement does not constitute an offer of securities in the United States. The New Tarsus Shares to be issued in connection with the proposals will not be, and are not required to be, registered with the US Securities and Exchange Commission under the US Securities Act of 1933, as amended, and subject to certain exemptions, may not be offered or sold within the United States. The New Tarsus Shares will be issued in reliance on the exemption from registration provided by section 3(a)(10) of the US Securities Act of 1933. In addition, the New Tarsus Shares will not be registered under the securities laws of any state of the United States, but will be issued pursuant to available exemptions from state law registration requirements. Neither the US Securities Exchange Commission nor any US state securities commission has reviewed or approved this announcement. Any representation to the contrary is a criminal offence in the United States.
Related Shares:
Tarsus