Sarossa PLC Result of GM (0568L)

TIDMSARS

RNS Number : 0568L

Sarossa PLC

06 January 2016

Sarossa plc

("Sarossa" or the "Company")

Result of GM

Sarossa is pleased to announce that at the General Meeting (GM) of the Company held earlier today in connection with the proposed Cancellation of its Shares from Admission to AIM, a proposed Buyback of Shares and the proposed waiver of Rule 9 of the City Code on Takeovers and Mergers, all resolutions were passed by shareholders.

Effect of Cancellation

The Cancellation will take effect at 7.00 a.m. on 1 February 2016.

Following the Cancellation, there will be no market facility for dealing in the Shares and no price will be publicly quoted for Shares as from close of business on 29 January 2016. As such, interests in Shares are unlikely thereafter to be readily capable of sale and where a buyer is identified, it may be difficult to place a fair value on any such sale.

As a public company with its registered office, place of central management and control in the Channel Islands, the Company will remain subject to the City Code. The City Code is issued and administered by the Takeover Panel. The City Code and the Takeover Panel operate principally to ensure that Shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that Shareholders of the same class are afforded equivalent treatment by an offeror. The City Code also provides an orderly framework within which takeovers are conducted. In addition, Shareholders may be required to approve other transactions, such as share buybacks or the issue of further equity, so as to ensure that no obligation arises for any Shareholder or potential Shareholder to make a mandatory offer under Rule 9 of the City Code.

The Directors are aware that certain Shareholders may be unable or unwilling to hold Shares once the Cancellation becomes effective. To the extent that Shareholders are unable or unwilling to hold Shares following the Cancellation becoming effective, such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective.

Buyback of Shares authority

Shareholders have today approved an authority to enable the Company to buy back up to a further 81,518,446 Shares (representing approximately 15.00 per cent. of the Company's current issued ordinary share capital), having already bought back 95,904,055 Shares in the year to date. The Buyback is intended to provide demand for the Shares, thereby affording Shareholders with an opportunity to realise their investment prior to the Cancellation becoming effective, which as stated above will take effect on 1 February 2016.

Website and availability of Interim Report to 31 December 2015

The Company will continue to post relevant information on its website (www.sarossaplc.com) and to hold general meetings in accordance with the applicable statutory requirements and the Company's articles of association.

It is the intention of the Company to approve its Interim Report to 31 December 2015 on 30 March 2016 and post this to its website on that date.

Investments and net asset value of the Company

As a result of changes since 30 June 2015 in the London Stock Exchange market price quotations of shares in the Company's principal investment portfolio businesses, comprising Silence Therapeutics Plc, in which the Company has an equity interest of 3.14 per cent. and Plant Health Care Plc, in which the Company has an equity interest of 5.35 per cent, the Company's investment and net asset valuations at today's date are around 20 per cent. lower than those at 30 June 2015 (the date to which the latest published audited accounts of the Company were prepared).

Ends

Contacts:

Sarossa Plc

   Mike Bretherton, Chairman                                                 01534 719760 

WH Ireland Limited (Nominated adviser)

   Chris Fielding, Head of Corporate Finance                    020 7220 1650 

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

 
 "Admission"      admission of the Ordinary Shares to trading 
                   on AIM 
 "AIM"            the market of that name operated by the 
                   London Stock Exchange 
 
 "Buyback"        the proposed acquisition by the Company 
                   of up to 81,518,446 Ordinary Shares 
 "Cancellation"   the proposed cancellation of Admission 
 "City Code"      the City Code on Takeovers and Mergers 
 
 "Company" or     Sarossa Plc 
  "Sarossa" 
 
 "Shares"         ordinary shares of 1p each in the capital 
                   of the Company 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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January 06, 2016 10:42 ET (15:42 GMT)