Result of AGM (5810U)

TIDMNTX

RNS Number : 5810U

NXT PLC

18 October 2010

NXT plc

18 October 2010

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

Result of Annual General Meeting and board update

The Board of Directors of NXT plc ('NXT', or the 'Company') is pleased to announce that the Resolutions proposed at the Annual General Meeting ("AGM") today to approve the proposed Placing and Open Offer and Firm Placing of 268,075,581 New Ordinary Shares and other related matters were duly passed without amendment by the required majority on a show of hands.

Further details of the Resolutions were set out in the combined circular and prospectus published by NXT and circulated to Shareholders on 23 September 2010 (the 'Prospectus').

At the AGM, the Company's Chairman, Ian Buckley, announced his intention to stand down from the board of the Company at the appropriate time which will be when the Company has successfully recruited a new Chairman and another non-executive director.

The proxy votes lodged in respect of the Resolutions are as follows:

 
Resolution                               For            Against      Withheld 
--------------------------------  -----------------  -------------  ---------- 
                                    Number      %    Number    %      Number 
--------------------------------  ----------  -----  -------  ----  ---------- 
1. Received and adopted 
 Directors' Report, Accounts and 
 Auditors' Report for the year 
 ended 30 June 2010               36,354,688  99.88  44,787   0.12    7,259 
--------------------------------  ----------  -----  -------  ----  ---------- 
2. Approved the Directors' 
 Remuneration Report for the 
 year ended 30 June 2010          36,286,002  99.74  94,273   0.26    26,459 
--------------------------------  ----------  -----  -------  ----  ---------- 
3. Reappointment of Ian Buckley 
 as Director                      35,618,665  98.12  680,981  1.88   107,088 
--------------------------------  ----------  -----  -------  ----  ---------- 
4. Reappointment of Deloitte LLP 
 as Auditors                      36,340,859  99.82  64,016   0.18    1,859 
--------------------------------  ----------  -----  -------  ----  ---------- 
5. Authority for Directors to 
 fix remuneration of Deloitte 
 LLP                              36,321,668  99.79  76,811   0.21    8,255 
--------------------------------  ----------  -----  -------  ----  ---------- 
6. Authority to allot shares      36,366,116  99.91  31,347   0.09    9,271 
--------------------------------  ----------  -----  -------  ----  ---------- 
7. Disapply pre-emption rights 
 in connection with the 
 allotment of shares              36,343,588  99.91  31,959   0.09    31,187 
--------------------------------  ----------  -----  -------  ----  ---------- 
8. Approve the Issue Price in 
 connection with the Placing and 
 Open Offer and Firm Placing      36,385,643  99.95  17,343   0.05    3,748 
--------------------------------  ----------  -----  -------  ----  ---------- 
9. Approval of allotment of 
 85,000,000 shares to Gartmore 
 Investment Limited (related 
 party transaction)               16,133,756  99.88  19,833   0.12  20,253,145 
--------------------------------  ----------  -----  -------  ----  ---------- 
10. Amendment to Articles of 
 Association                      36,322,374  99.88  43,052   0.12    41,308 
--------------------------------  ----------  -----  -------  ----  ---------- 
11. Removal of clause 5.2 from 
 NXT plc 2003 Share Option 
 Scheme (Approved and 
 Unapproved)                      36,490,801  99.84  57,602   0.16    52,731 
--------------------------------  ----------  -----  -------  ----  ---------- 
 

Notes

1. Any proxy appointments which gave discretion to the Chairman have been included in the 'for' total.

2. A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'for' and 'against' a resolution.

3. The issued share capital as at 18 October 2010 is 158,620,155 Ordinary Shares.

4. All percentages are shown to two decimal places.

The Resolutions passed at the Annual General Meeting in respect of Special Business are available at the UKLA's National Storage Mechanism and will be available for inspection at www.hemscott.com.

The full text of the Resolutions can also be viewed on the Company's website, www.nxtsound.com. Details of the proxy votes received will also shortly be available on the Company's website.

The Placing and Open Offer and Firm Placing remain conditional upon the Placing Agreement becoming unconditional in all respects and upon Admission.

Set out below is an expected timetable of principal events in relation to the Placing and Open Offer and Firm Placing.

 
Event                                          Time/date 
---------------------------------------------  -------------------------- 
Admission and commencement of dealings         8.00 a.m. on 20 October 
 in the New Ordinary Shares                     2010 
---------------------------------------------  -------------------------- 
New Ordinary Shares in uncertificated form     by 8.00 a.m. on 20 October 
 expected to be credited to accounts in CREST   2010 
---------------------------------------------  -------------------------- 
Despatch of definitive share certificates      within 7 days of Admission 
 for 
 the New Ordinary Shares in certificated form 
---------------------------------------------  -------------------------- 
 

General notes:

1. Reference to times in this announcement are to London time unless otherwise stated.

2. The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by NXT, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Qualifying Shareholders. In particular, in the event that withdrawal rights arise under Section 87Q of FSMA prior to Admission, NXT and Singer Capital Markets may agree to defer Admission until such time as such withdrawal rights no longer apply.

This announcement should be read in conjunction with the full text of the Prospectus. A copy of the Prospectus is available at the UKLA's National Storage Mechanism and will be available for inspection at www.hemscott.com. In addition, the Prospectus is available to view on the Company's website (www.nxtsound.com). Copies of the Prospectus will be also available from the offices of NXT plc, Regus House, 1010 Cambourne, Cambridge, CB23 6DP and at the offices of Simmons and Simmons CityPoint, One Ropemaker Street, London EC2Y 9SS.

For further information please contact:

NXT plc Tel: [phone]

Ian Buckley, Chairman

James Lewis, CEO

Kate Barnes, CFO

Singer Capital Markets Ltd Tel: [phone]

Shaun Dobson

Claes Spang

Media enquiries:

 
Allerton Communications  Tel: [phone] 
                          2500 
 

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Firm Placing and Open Offer or otherwise. This announcement is not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares referred to in this announcement except on the basis of information in the Prospectus.

The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution in the United States, Australia, Canada, Japan or South Africa.

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any jurisdiction into which the publication or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which such offer or solicitation would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The securities are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. No public offering of the shares referred to in this announcement is being made in the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which such public offering would be unlawful.

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS:

This announcement contains certain forward-looking statements which may include reference to one or more of the following: the Group's financial condition, results of operations, cash flows, dividends, financing plans business strategies, operating efficiencies or synergies, budgets, capital and other expenditures, competitive positions, growth opportunities for existing products, plans and objectives of management and other matters. Statements in this announcement that are not historical facts are hereby identified as "forward-looking statements". Such forward-looking statements, including, without limitation, those relating to future business prospects, revenue, liquidity, capital needs interest costs and income, in each case relating to NXT, wherever they occur in this announcement, are necessarily based on assumptions reflecting the views of NXT and involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. Such forward-looking statements should, therefore, be considered in light of various important factors. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation: economic and business cycles, the terms and conditions of NXT's financing arrangements, foreign currency rate fluctuations, competition in NXT's principal markets, acquisitions or disposals of businesses or assets and trends in NXT's principal industries.

These forward-looking statements speak only as at the date of this announcement. Except as required by the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Rules and any law, NXT does not have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise. Except as required by the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Rules and any law, NXT expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in NXT's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this announcement might not occur.

This information is provided by RNS

The company news service from the London Stock Exchange

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