Results of Court Meeting and General Meeting (1651V)

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RNS Number : 1651V

Alterian PLC

06 January 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

6 January 2012

Recommended Cash Acquisition by

SDL plc

of

Alterian plc

Results of Court Meeting and General Meeting

Alterian plc ("Alterian" or the "Company") is pleased to announce that the meeting convened by the High Court of Justice and held earlier today (the "Court Meeting") and the subsequent general meeting (the "General Meeting") to approve the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and other associated matters to implement the acquisition of the Company by SDL plc (the "Acquisition") were each concluded successfully with the relevant resolutions being passed by the requisite majorities.

Details of the resolutions passed are set out in the notices of the meetings contained in the scheme document posted to Alterian Shareholders on 14 December 2011 (the "Scheme Document").

The Court Meeting

At the Court Meeting, a majority in number of the Scheme Shareholders who voted, either in person or by proxy, representing over 75% in value of all of the Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. The voting of those Scheme Shareholders who cast votes either in person or by proxy at the Court Meeting was as follows:

 
                                                                     Votes against the 
          Total votes                Votes for the Scheme                  Scheme 
------------------------------  -----------------------------  ----------------------------- 
                                                    No. of                         No. of 
                     No. of                         Scheme                         Scheme 
                     Scheme      No. of Scheme      Shares      No. of Scheme      Shares 
 No. of Scheme       Shares       Shareholders    represented    Shareholders    represented 
  Shareholders*    represented      (and %)*        (and %)        (and %)*        (and %) 
       93          33,356,449         85          33,241,707          8           114,742 
                                    (91.4%)        (99.6%)         (8.6%)         (0.34%) 
 

* Totals in person and by proxy

The General Meeting

At the General Meeting, the Special Resolution proposed to approve the Scheme and associated matters to implement the Acquisition was passed as a special resolution on a show of hands.

The proxy votes cast in respect of the resolutions received prior to the meeting were as follows:

 
                                   Votes against the              Votes withheld 
  Votes for the Resolution             Resolution 
---------------------------  ----------------------------  ---------------------------- 
   No. of      % of Shares                    % of Shares                   % of Shares 
    Shares         voted      No. of Shares      voted      No. of Shares      voted 
 31,287,239      (99.34%)        44,807         (0.14%)        162,943        (0.52%) 
 

In relation to the General Meeting:

1. the issued share capital at the date of the General Meeting was 62,381,069 ordinary shares with voting rights;

2. votes were tendered in respect of 31,494,989 ordinary shares respectively being 50.49% of the issued share capital;

3. any proxy appointments which gave discretion to the Chairman have been included in the shares 'FOR' total; and

4. a 'vote withheld' is not a vote in law and is not counted in the calculations of the proportion of the shares 'FOR' or 'AGAINST' the resolution.

Completion of the Acquisition remains subject to the satisfaction or, if appropriate, waiver of the Conditions set out in the Scheme Document, including, amongst other things, the sanction of both the Scheme and the associated Capital Reduction by the Court.

A request will be made to each of the London Stock Exchange and the UKLA prior to the Effective Date to cancel the trading in Alterian Shares on the London Stock Exchange's main market for listed securities and to remove the listing of the Alterian Shares from the Official List, in each case, with effect from the business day after the Scheme Effective Date.

It should be noted that the last day of dealings in, and for registration of transfers of, and disablement in CREST of, Alterian Shares will be 4.30 p.m. on the business day following the Scheme Court Hearing (which is expected to be 25 January 2012) following which Alterian Shares will be temporarily suspended from the Official List and the London Stock Exchange's main market for listed securities.

It is expected that the Scheme Effective Date will be 27 January 2012.

A detailed timetable of events for the Scheme is set out in the Scheme Document. These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme and the associated Capital Reduction. If the expected dates change, the Company will give notice of the changes in an announcement through a Regulatory Information Service.

A copy of all resolutions passed at the Court Meeting and the General Meeting will shortly be available for inspection at the Financial Services Authority's National Storage Mechanism which can be accessed at www.hemscott.com/nsm.do.

Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.

Enquiries:

 
 Alterian                                    Tel: [phone] 
  Phil Cartmell, Chairman                     3200 
  Heath Davies, Chief Executive Officer 
  Guy Millward, Finance Director 
 Canaccord Genuity (financial adviser        Tel: [phone] 
  to Alterian)                                6500 
  Simon Bridges/Rory O'Sullivan 
  Cameron Duncan 
 
 College Hill (public relations advisers     Tel: [phone] 
  to Alterian)                                2020 
  Adrian Duffield 
  Kay Larsen 
 SDL                                         Tel: [phone] 
  Mark Lancaster, Executive Chairman          127 
  John Hunter, Chief Executive Officer 
  Matthew Knight, Chief Financial Officer 
 Investec (financial adviser to SDL)         Tel: [phone] 
  Andrew Pinder                               5000 
  David Flin 
 FTI Consulting (public relations advisers   Tel: [phone] 
  to SDL)                                     3113 
  Ed Bridges 
  Jon Snowball 
 

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Alterian and no one else in connection with the Acquisition and will not be responsible to anyone other than Alterian for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Investec bank plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for SDL and no one else in connection with the Acquisition and will not be responsible to anyone other than SDL for providing the protections afforded to clients of Investec Bank plc nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Publication on websites

Copies of this announcement and the Scheme Document are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Alterian's and SDL's websites www.alterian.com and www.sdl.com respectively, up to and including the Scheme Effective Date.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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