Densitron Technologies PLC Results of Court Meeting and General Meeting (4495E)

TIDMDSN TIDMQXT

RNS Number : 4495E

Densitron Technologies PLC

03 November 2015

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

3 November 2015

FOR IMMEDIATE RELEASE

RECOMMENDED ACQUISITION OF

DENSITRON TECHNOLOGIES PLC ("DENSITRON TECHNOLOGIES" or the "COMPANY")

by

QUIXANT PLC ("QUIXANT")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Results of Court Meeting and General Meeting

The Densitron Technologies Board is pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the recommended acquisition by Quixant of the entire issued and to be issued ordinary share capital of Densitron Technologies, to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), Densitron Technologies Shareholders voted to:

- approve the Scheme by the necessary majority at the Court Meeting; and

- pass the two special resolutions proposed at the General Meeting, namely:

- for the purposes of giving effect to the Scheme between the Company and the holders of Scheme Shares, the Densitron Technologies Directors (or a duly authorised committee thereof) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and;

- the articles of association of the Company be amended to permit any shares issued after the Scheme Record Time to be transferred to Quixant Plc.

Details and the full text of these resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document dated 9 October 2015 sent or made available to Densitron Technologies Shareholders (the "Scheme Document").

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document. All percentages have been rounded to two decimal places.

The number of Densitron Shares in issue at 6.00 pm on 30 October 2015, being the Scheme Voting Record Time, was 69,169,106 (excluding 500,000 Densitron Shares held as treasury shares).

Voting results of the Court Meeting

At the Court Meeting, the Scheme was approved by the requisite majority of the Voting Scheme Shareholders who voted (either in person or proxy) on a poll vote representing over 75 per cent. in value of the Scheme Shares held or represented by such Voting Scheme Shareholders. The details of the votes cast at the Court Meeting were as follows:

 
 Results      Number of        Percentage      Number of Scheme   Percentage of 
  of Court     Scheme Shares    of Scheme       Shareholders       Scheme Shareholders 
  Meeting      voted            Shares voted    who voted          who voted 
-----------  ---------------  --------------  -----------------  --------------------- 
 FOR            43,316,087        99.94%             147                 97.35% 
-----------  ---------------  --------------  -----------------  --------------------- 
 AGAINST          27,700           0.06%              4                  2.65% 
-----------  ---------------  --------------  -----------------  --------------------- 
 TOTAL          43,343,787        100.00%            151                100.00% 
-----------  ---------------  --------------  -----------------  --------------------- 
 

Voting results of the Densitron General Meeting

At the General Meeting, the Special Resolutions to approve the Scheme and for the articles of association of the Company to be amended were passed by the requisite majority taken on a poll vote. The results of the poll vote on the Special Resolutions were as follows:

 
                              FOR                   AGAINST           TOTAL          WITHHELD 
---------------------------  --------------------  ----------------  -------------  ------------- 
 Special resolution           No. of       %        No. of   %        No. of Votes   No. of Votes 
                               Votes        Votes    Votes    Votes 
---------------------------  -----------  -------  -------  -------  -------------  ------------- 
 Special Resolution 
  to authorise the 
  Densitron Technologies 
  Directors to take 
  all such action 
  as they may consider 
  necessary or appropriate 
  for carrying the 
  Scheme into effect          43,180,462   99.95%   20,386   0.05%     43,200,848       1,000 
---------------------------  -----------  -------  -------  -------  -------------  ------------- 
 Special resolution 
  for the articles 
  of association 
  of the Company 
  to be amended 
  to permit any 
  shares issued 
  after the Scheme 
  Record Time to 
  be transferred 
  to Quixant Plc              43,166,374   99.93%   30,628   0.07%     43,197,002       4,846 
---------------------------  -----------  -------  -------  -------  -------------  ------------- 
 

Effective Date and Timetable

Completion of the Acquisition remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document including the sanction of the Scheme by the Court and the delivery of a copy of the Court Order to the Registrar of Companies.

The expected timetable of principal events for the implementation of the Scheme is set out on page 8 of the Scheme Document and partially reproduced in the Appendix to this announcement.

It is currently expected that the Court Hearing to sanction the Scheme will take place on 6 November 2015.

Subject to the Scheme receiving the sanction of the Court and the satisfaction or waiver of the other Conditions, the Scheme is expected to become Effective on 10 November 2015 with cheques being despatched or settlement through CREST occurring within 14 days of the Effective Date.

As announced by Densitron Technologies on 9 October 2015, Densitron Technologies has applied to the London Stock Exchange for trading in Densitron Technologies Shares on AIM to be suspended with effect from 7.30 a.m. (London time) on 10 November 2015.

Densitron Technologies has also made an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of, and cessation of dealings in, Densitron Technologies Shares, in each case to be effective from 7:00 a.m. (London time) on 11 October 2015.

If any of the key dates set out in the expected timetable change, Densitron Technologies will give notice of this change by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions, also be available on Densitron Technologies' website at www.densitron.com.

Subject to certain restrictions, a copy of this announcement and the amended articles of association of the Company will also be available on Densitron Technologies' website at www.densitron.com.

 
 For further information or enquiries please contact: 
  Quixant plc                                               Tel: [phone] 
  Nick Jarmany, Chief Executive Officer 
  Jon Jayal, General Manager 
 
  finnCap Ltd (financial adviser to Quixant)                Tel: [phone] 
                                                             0500 
  Matt Goode (Corporate Finance) 
  Grant Bergman (Corporate Finance) 
   Simon Johnson (Corporate Broking) 
 
  Alma PR (public relations adviser to Quixant) 
  John Coles                                                Tel: [phone] 
                                                             660 
  Hilary Buchanan                                           Tel: [phone] 
                                                             218 
 
  Densitron Technologies plc                                Tel: [phone] 
                                                             4200 
  Grahame Falconer, Chief Executive Officer 
  Tim Pearson, Group Finance Director 
 
  Westhouse Securities Limited (financial and               Tel: [phone] 
   nominated adviser and broker to Densitron Technologies)   6100 
  Robert Finlay 
  Alastair Stratton 
   David Coaten 
  IFC Advisory PR (adviser to Densitron Technologies)       Tel: [phone] 
   Tim Metcalfe, Managing Director                           8671 
 
 
  IMPORTANT NOTICES 
 
  finnCap Ltd, which is authorised and regulated in the United 
  Kingdom by the Financial Conduct Authority, is acting as financial 
  adviser to Quixant and no one else in connection with the matters 
  referred to in this announcement. In connection with these 
  matters, finnCap, its affiliates and their respective directors, 
  officers, employees and agents will not regard any other person 
  as their client, nor will they be responsible to anyone other 
  than Quixant for providing the protections afforded to the 
  clients of finnCap nor for providing advice in relation to 
  the matters referred to in this announcement. 
  Westhouse Securities Limited, which is authorised and regulated 
  by the Financial Conduct Authority in the United Kingdom, is 
  acting exclusively for Densitron Technologies as financial 
  adviser, nominated adviser and broker and no one else in connection 
  with the matters referred to in this announcement and will 
  not be responsible to anyone other than Densitron Technologies 
  for providing the protections afforded to clients of Westhouse 
  Securities Limited, or for providing advice in connection with 
  the Acquisition or any other matter referred to in this announcement. 
  This announcement has been prepared for the purpose of complying 
  with the laws of England and Wales, the Code, the Disclosure 
  and Transparency Rules of the FCA, the AIM Rules and the rules 
  of the London Stock Exchange and the information disclosed 
  may not be the same as that which would have been disclosed 
  if this announcement had been prepared in accordance with the 
  laws of jurisdictions outside England and Wales. 

(MORE TO FOLLOW) Dow Jones Newswires

November 03, 2015 12:13 ET (17:13 GMT)

  This announcement is for information purposes only and does 
  not constitute an offer to sell or an invitation to purchase 
  any securities or the solicitation of an offer to buy any securities, 
  pursuant to the Acquisition or otherwise. The Acquisition will 
  be made solely by means of the Scheme Document or any document 
  by which the Acquisition is made which will contain the full 
  terms and conditions of the Acquisition, including details 
  of how to vote in respect of the Scheme. Any decision in respect 
  of, or other response to, the Acquisition should be made only 
  on the basis of the information contained in the Scheme Document. 
  This announcement does not constitute a prospectus or prospectus 
  equivalent document. 
  Overseas Shareholders 
  The release, publication or distribution of this announcement 
  in certain jurisdictions may be restricted by law. Persons 
  who are not resident in the United Kingdom or who are subject 
  to other jurisdictions should inform themselves of, and observe, 
  any applicable requirements. Further details in relation to 
  overseas shareholders will be contained in the Scheme Document. 
  US investors in Densitron Technologies 
  The Acquisition relates to shares of a UK company and is proposed 
  to be effected by means of a scheme of arrangement under the 
  laws of England and Wales. A transaction effected by means 
  of a scheme of arrangement is not subject to the proxy solicitation 
  or tender offer rules under the US Securities Exchange Act 
  of 1934. Accordingly, the Scheme is subject to the disclosure 
  requirements, rules and practices applicable in the United 
  Kingdom to schemes of arrangement, which differ from the requirements 
  of the US proxy solicitation and tender offer rules. However, 
  if Quixant were to elect to implement the Acquisition by means 
  of a Takeover Offer, such Takeover Offer will be made in compliance 
  with all applicable laws and regulations, including the US 
  tender offer rules, to the extent applicable. 
  Restricted Jurisdictions 
  Unless otherwise determined by Quixant or required by the Code, 
  and permitted by applicable law and regulation, the Acquisition 
  will not be made available, directly or indirectly, in, into 
  or from a Restricted Jurisdiction where to do so would violate 
  the laws in that jurisdiction and no person may vote in favour 
  of the Acquisition by any such use, means, instrumentality 
  or form within a Restricted Jurisdiction or any other jurisdiction 
  if to do so would constitute a violation of the laws of that 
  jurisdiction. To the fullest extent permitted by applicable 
  law, the companies and persons involved in the Acquisition 
  disclaim any responsibility or liability for the violation 
  of such restrictions by any person. Copies of this announcement 
  and all documents relating to the Acquisition are not being, 
  and must not be, directly or indirectly, mailed or otherwise 
  forwarded, distributed or sent in, into or from a Restricted 
  Jurisdiction where to do so would violate the laws in that 
  jurisdiction, and persons receiving this announcement and all 
  documents relating to the Acquisition (including custodians, 
  nominees and trustees) must not mail or otherwise distribute 
  or send them in, into or from such jurisdictions where to do 
  so would violate the laws in that jurisdiction. 
  The availability of the Acquisition to Densitron Technologies 
  Shareholders who are not resident in the United Kingdom may 
  be affected by the laws of the relevant jurisdictions in which 
  they are resident. Persons who are not resident in the United 
  Kingdom should inform themselves of, and observe, any applicable 
  requirements. 
 
 
  Cautionary Note Regarding Forward Looking Statements 
  This announcement contains statements that are or may be deemed 
  to be forward looking with respect to the financial condition, 
  results of operations and business of Densitron Technologies 
  and certain plans and objectives of the Densitron Technologies 
  Board and the Quixant Board accordingly. These forward looking 
  statements can be identified by the fact that they are prospective 
  in nature and do not relate to historical or current facts. 
  These estimates are based on assumptions and assessments made 
  by the Densitron Technologies Board or Quixant in light of 
  their experience and their perception of historical trends, 
  current conditions, expected future developments and other 
  factors they believe appropriate. 
  Without limitation, any statements preceded or followed by 
  or that include the words "targets", "plans", "believes", "expects", 
  "aims", "intends", "will", "should", "could", "would", "may", 
  "anticipates", "estimates", "synergy", "cost-saving", "projects", 
  "goal" or "strategy" or, words or terms of similar substance 
  or the negative thereof, are forward looking statements. Forward 
  looking statements include statements relating to the following: 
  (i) future capital expenditures, expenses, revenues, earnings, 
  synergies, economic performance, indebtedness, financial condition, 
  dividend policy, losses and future prospects; (ii) business 
  and management strategies and the expansion and growth of Quixant's 
  or Densitron Technologies' operations and potential synergies 
  resulting from the Acquisition; and (iii) the effects of government 
  regulation on Quixant's or Densitron Technologies' business. 
  These forward looking statements are made as at the date of 
  this announcement and are not guarantees of future financial 
  performance. Except as expressly provided in this announcement, 
  they have not been reviewed by the auditors of Quixant or Densitron 
  Technologies. Such forward looking statements involve known 
  and unknown risks and uncertainties that could significantly 
  affect expected results and are based on certain key assumptions. 
  Many factors could cause actual results to differ materially 
  from those projected or implied in any forward looking statements. 
  Due to such uncertainties and risks, readers are cautioned 
  not to place undue reliance on such forward looking statements, 
  which speak only as of the date hereof. All subsequent oral 
  or written forward looking statements attributable to Quixant 
  or Densitron Technologies or any of their respective members, 
  directors, officers or employees or any persons acting on their 
  behalf are expressly qualified in their entirety by the cautionary 
  statement above. Quixant or Densitron Technologies disclaim 
  any obligation to update any forward looking or other statements 
  contained herein, except as required by applicable law. 
  Dealing Disclosure Requirements of the Code 
  Under Rule 8.3(a) of the Code, any person who is interested 
  in 1 per cent. or more of any class of relevant securities 
  of Densitron Technologies or of any securities exchange 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 securities exchange 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) Densitron Technologies 
  and (ii) any securities exchange 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 securities 
  exchange offeror is first identified. Relevant persons who 
  deal in the relevant securities of Densitron Technologies or 
  of a securities exchange 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 per cent. or more of any class of relevant 
  securities of Densitron Technologies or of any securities exchange 
  offeror(s) must make a Dealing Disclosure if the person deals 
  in any relevant securities of Densitron Technologies or of 
  any securities exchange 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) Densitron 
  Technologies and (ii) any securities exchange offeror(s), save 
  to the extent that these details have previously been disclosed 
  under Rule 8 of the Code. A Dealing Disclosure by a person 
  to whom Rule 8.3(b) of the Code 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 Densitron Technologies 
  or a securities exchange offeror, they will be deemed to be 
  a single person for the purpose of Rule 8.3 of the Code. 
  Opening Position Disclosures must also be made by Densitron 
  Technologies and by any offeror and Dealing Disclosures must 
  also be made by Densitron Technologies, by any offeror(s) and 
  by any persons acting in concert with any of them (see Rules 
  8.1, 8.2 and 8.4 of the Code). 
  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 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 

(MORE TO FOLLOW) Dow Jones Newswires

November 03, 2015 12:13 ET (17:13 GMT)