7th Feb 2007 10:21
Eckoh PLC07 February 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN Eckoh Plc ("Eckoh" or the "Company") Results of the Tender Offer 1. Background to Tender Offer On 16 January 2007 the Company announced that it proposed to return up toapproximately £7 million of cash to Eligible Shareholders by way of a tenderoffer (the "Tender Offer"). A circular (the "Circular") dated 16 January 2007 was posted to Shareholderscontaining full details of the Tender Offer and including a notice of anExtraordinary General Meeting to authorise the Company's purchase of itsOrdinary Shares under the Tender Offer and to grant the Company authority tomake market purchases of its Ordinary Shares. Unless the context otherwise requires, the definitions used in the Circular alsoapply in this announcement. 2. Result of Tender Offer The Board of the Company announces that pursuant to the Tender Offer, whichclosed at 1.00 p.m. on 6 February 2007, valid tenders for 120,570,133 OrdinaryShares were received. The Strike Price for the Tender Offer is 13 pence perOrdinary Share, which has resulted in tenders for 53,846,084 Ordinary Sharesbeing conditionally accepted by the Company, as detailed below. The Tender Offer remains conditional on the passing of Resolution 1 at theExtraordinary General Meeting at 10.00 a.m. on 22 February 2007 and on thoseother matters set out in the Circular (the "Conditions"). A further announcementwill be made after the EGM. Subject to the passing of Resolution 1 and the fulfilment of the otherConditions: - valid tenders will be accepted in the following order of priority: (i) first, tenders of up to 2,000 Ordinary Shares (inclusive)submitted at or below 13 pence per Ordinary Share will be accepted in full, butonly in respect of those Shareholders with a registered holding of 2,000Ordinary Shares or less on the Record Date who tendered in respect of all theOrdinary Shares in their holding; (ii) second, tenders submitted below 13 pence per Ordinary Sharewill be accepted in full; and (iii) finally, all other tenders submitted at 13 pence perOrdinary Share (including Strike Price Tenders) will be accepted but will bescaled back to ensure that the aggregate consideration paid to Shareholders doesnot exceed £7 million. Such tenders will be scaled back pro rata at a rate of53.628673 per cent.; - tenders submitted at prices above 13 pence per Ordinary Share will berejected; - the purchase of successfully tendered Ordinary Shares will beeffected by the Company on 22 February 2007, following which those 53,846,084Ordinary Shares (representing approximately 22 per cent. of the existingissued share capital of the Company) will be cancelled and will not be availablefor re-issue; - the purchase of 53,846,084 Ordinary Shares pursuant to the TenderOffer will result in approximately £7 million of cash being returned to theCompany's shareholders; - CREST accounts will be credited with the Tender Offer proceeds andcheques for payment for Ordinary Shares purchased pursuant to the Tender Offerwill be despatched by 27 February 2007. 3. The EGM The EGM is being held at 10.00 a.m. on 22 February 2007 at the offices ofTravers Smith, 10 Snow Hill, London EC1A 2AL to consider and, if thought fitapprove: - Resolution 1 - the special resolution to approve the Company'spurchase of its Ordinary Shares pursuant to the Tender Offer, which was numbered1 in the notice of EGM set out at the end of the Circular; and - Resolution 2 - the special resolution to grant the Company furtherauthority to make market purchases of its Ordinary Shares, which was numbered 2in the notice of EGM set out at the end of the Circular. Shareholders will have received with the Circular a Form of Proxy for use inconnection with the EGM. Whether or not a Shareholder intends to be present atthe EGM and whether or not a Shareholder has tendered any Ordinary Shares underthe Tender Offer, Shareholders are asked to complete and return the Form ofProxy as soon as possible and, in any event, so as to be received by theCompany's Registrars by not later than 10.00 a.m. on 20 February 2007. Thecompletion and return of a Form of Proxy will not preclude Shareholders fromattending the EGM and voting in person should they wish to do so. Date: 7 February 2007 For further enquiries, please contact: Eckoh plc Tel: 08701 100 700 Nik Philpot, Chief Executive Officer Adam Moloney, Group Finance Director Corporate Synergy Plc Tel: 020 7448 4400 Jerry Keen / John Prior Buchanan Communications Tel: 020 7466 5000 Mark Edwards / Jeremy Garcia This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Eckoh Technologies