20th Nov 2006 12:00
Innovation Group PLC20 November 2006 The Innovation Group plc (the "Company") 20 November 2006 FOR PUBLICATION IN THE UNITED KINGDOM ONLY. NOT FOR RELEASE, PUBLICATION ORDISTRIBUTION INTO ANY OTHER JURISDICTION INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA, OR IN OR INTO ANY OTHER JURISDICTION WHERE THE EXTENSION OR AVAILABILITY OF THE RIGHTS ISSUE WOULD BREACH ANY APPLICABLE LAW OR REGULATION. The Innovation Group plc Results of Extraordinary General Meeting and posting of Provisional Allotment Letters Further to the announcement made on 3 November 2006, The Innovation Group plc("The Innovation Group" or the "Company") announces that, at the ExtraordinaryGeneral Meeting (the "EGM") held today at 10.00 a.m. at the offices of the Company, the shareholders of the Company ("Shareholders") voted in favour ofresolutions to approve the proposed acquisition by TiG Acquisition Co., awholly owned subsidiary of The Innovation Group, of First Notice Systems, Inc. (the "Acquisition") and to generally and unconditionally authorise the directorsof the Company to allot ordinary shares in the capital of the Company up to anaggregate nominal amount equal to £3,614,000. At the EGM, Shareholders also voted in favour of an increase to the ordinaryremuneration of the directors of the Company who do not hold executive officefor their services from £150,000 to £300,000 in aggregate per annum. Following the EGM, the board of directors of the Company today approved theprovisional allotment of up to 180,600,771 new ordinary shares in the capitalof the Company of an aggregate nominal value of up to £3,612,015.42 (the"Shares") in connection with its previously announced 2 for 5 rights issue (the"Rights Issue"). The Rights Issue is expected to raise approximately £37.9million (before expenses) and is fully underwritten by Hoare Govett Limited. Provisional allotment letters in respect of the Shares are today beingdespatched to such persons as appeared on the register of members of theCompany at the close of business on 16 November 2006 who hold their ordinaryshares in certificated form, subject to the restrictions described herein andfurther described in the provisional allotment letters and the combinedprospectus and Class 1 circular dated 3 November 2006 issued by the Company (the"Prospectus"). Such persons holding ordinary shares in the capital of theCompany in uncertificated form (that is, in CREST) are expected to receive acredit to their CREST accounts of their entitlement to nil paid rights on 21November 2006. It is expected that Admission will become effective, anddealings in the Shares, nil paid, will commence at 8.00 am on 21 November 2006. The provisional allotment letters are not being despatched and nil paid rightsare not being credited to CREST accounts of persons with a registered addressin the United States, Australia, Canada, Japan, New Zealand or South Africa. The latest time and date for depositing nil paid or fully paid rights into CRESTis 3.00 p.m. on 8 December 2006, and the latest time and date for acceptance ofShares pursuant to the Rights Issue is 11.00 a.m. on 13 December 2006. CRESTstock accounts will therefore be credited with new ordinary shares inuncertificated form on 14 December 2006, and share certificates for newordinary shares in certificated form are expected to be despatched by 20December 2006. The proxy figures for the resolutions passed at the Extraordinary GeneralMeeting will be displayed shortly on the Company's website onhttp://www.innovation-group.com. A copy of the resolutions passed at the Extraordinary General Meeting will bedisplayed shortly on the Company's website and has been submitted to theFinancial Services Authority. Copies of the resolutions, along with copies of the combined circular and prospectus, will be available for inspection at theFinancial Services Authority's Document Viewing Facility which is situated at:the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS (telephone 020 7066 1000). Further details of the Acquisition and the Rights Issue are set forth in theProspectus. Enquiries: The Innovation Group plc Tel: 01489 898300Hassan Sadiq, Group Chief ExecutivePaul Smolinski, Group Finance Director Hoare Govett Limited (financial adviser, sponsor, Tel: 020 7678 8000broker and lead manager)Justin JonesAlexander GartonJohn Garrad-Cole Smithfield (public relations) Tel: 020 7360 4900Sara MusgraveTania Wild This announcement has been issued by, and is the sole responsibility of, theCompany. Hoare Govett Limited, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting as sole financial adviser, sponsor,broker and lead manager to the Company and no one else in connection with theAcquisition and the Rights Issue, and will not be responsible to anyone otherthan the Company for providing the protections afforded to its clients or forproviding advice in relation to the Acquisition, the Rights Issue or any othermatters referred to in this announcement. The distribution of this announcement and/or the Provisional Allotment Letterand/or the Provisional Allotment Letter and/or the transfer of nil paid rights,fully paid rights and/or the Shares and/or the existing ordinary shares in the capital of the Company may be restricted by law and therefore persons into whosepossession this announcement and/or any accompanying announcements comes shouldinform themselves about and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities lawsof any such jurisdictions. In particular, subject to certain exceptions, thisannouncement should not be distributed, forwarded to or transmitted in or intothe United States, Australia, Canada, Japan, New Zealand or South Africa, or inor into any other jurisdiction where the extension or availability of theRights Issue would breach any applicable law. No offer, invitation or inducement to acquire shares or other securities in theCompany is being made by or in connection this announcement. Any offer,invitation or inducement to acquire shares in the Company will be made solely by means of the prospectus and any decision to keep, buy or sell shares in theCompany should be made solely on the basis of information contained therein. This announcement is not an offer to sell or a solicitation of any offer to buythe nil paid rights, fully paid rights or New Ordinary Shares of The InnovationGroup plc (the 'Securities') in the United States or in any other jurisdiction where such an offer or solicitation is unlawful. The Securities have not beenand will not be registered under the United States Securities Act of 1933, asamended (the 'Securities Act') and may not be offered or sold in the United States unless registered under the Securities Act or an exemption from suchregistration is available. No public offering of Securities of The InnovationGroup plc is being made in the United States. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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