Result of Court Meeting and General Meeting (4740G)

TIDMSTF

RNS Number : 4740G

smartFOCUS Group PLC

12 May 2011

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

12 May 2011

RECOMMENDED ACQUISITION OF

SMARTFOCUS GROUP PLC

BY

EMAILVISION HOLDINGS LIMITED

Result of Court Meeting and General Meeting

smartFOCUS Group plc ("smartFOCUS") announces that the Court Meeting and the General Meeting convened earlier today passed the resolutions proposed at both meetings by the requisite majorities in respect of the proposed acquisition of the entire issued and to be issued share capital of smartFOCUS by Emailvision Holdings Limited ("Emailvision Holdings"), which is being effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Acquisition"). A circular and the required explanatory statement was posted to smartFOCUS shareholders on 19 April 2011 (the "Scheme Document").

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 100 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast are as follows:

 
                                                                    Number of 
                                                                    Scheme 
                                                                    Shares voted 
                                                                    as a 
                                                                    percentage 
                                                                    of the total 
                                                                    number of 
                                                                    Scheme 
                                                                    Shares held 
                                                                    by Scheme 
                                                                    Shareholders 
            Number of    Percentage   Number of      Percentage     entitled to 
            Scheme       of Scheme    Scheme         of Scheme      vote on the 
            Shares       Shares       Shareholders   Shareholders   resolution 
            voted        voted (%)    who voted      voting (%)     (%) 
 FOR        67,746,978   100.00       40             20.51          70.96 
 AGAINST    0            0            0              0              0 
 

Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.

General Meeting

At the General Meeting the Special Resolution approving, amongst other things, the Scheme, the Capital Reduction and certain amendments to the articles of association of the Company, was passed unanimously on a show of hands.

Next Steps

The date of the hearing to sanction the Scheme, is expected to be 7 June 2011 and the hearing to confirm the Capital Reduction is expected to be 9 June 2011. If the Court sanctions the Scheme and confirms the Capital Reduction, it is expected that the Scheme will become effective on 9 June 2011 and that the cancellation of admission to trading of smartFOCUS Shares on AIM will take place by 7.00am on 10 June 2011.

The dates stated above are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and confirms the Capital Reduction, and the date on which the Conditions are satisfied or (if capable of waiver) waived.

Other

Capitalised terms used, but not defined, in this announcement shall have the same meaning as set out in the Scheme Document.

Unless otherwise stated, all references to times in this document are to London times.

Enquiries:

smartFOCUS [phone]

Curt Bloom, Interim Chief Executive Officer

Neil Thomas, Chief Financial Officer

Arbuthnot [phone]

Tom Griffiths

Paul Gillam

Emailvision Holdings [phone]

Olivier Candau

Investec [phone]

Andrew Pinder

Junya Iwamoto

Buchanan Communications [phone]

Lisa Baderoon

Arbuthnot, which is authorised and regulated by the Financial Services Authority, is acting exclusively for smartFOCUS as its financial adviser in connection with the Acquisition and no one else in connection with the Acquisition and will not be responsible to any person other than smartFOCUS for providing the protections afforded to clients of Arbuthnot or for providing advice in relation to the contents of this announcement or any matter referred to herein.

Investec, which is authorised and regulated by the Financial Services Authority for investment business activities, is acting for Emailvision Holdings as financial adviser in relation to the Acquisition and is not acting for any other person in relation to the Acquisition. Investec will not be responsible to anyone other than Emailvision Holdings for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein.

Further Information

This announcement does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this document and otherwise in any jurisdiction in which such offer or solicitation is unlawful. smartFOCUS Shareholders are advised to read carefully the formal documentation relating to the Proposals. The Proposals are made solely through the Scheme Document and Forms of Proxy which contain the full terms and conditions of the Scheme.

Overseas Jurisdictions

This announcement has been prepared for the purposes of complying with the laws of England and Wales and the City Code, and the information disclosed herein or therein may not be the same as that which would have been disclosed if these documents had been prepared in accordance with the laws of any other jurisdiction.

The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Publication on smartFOCUS website

A copy of this announcement will be available free of charge for inspection on smartFOCUS' website at www.smartfocus.com by no later than 8.00am on 13 May 2011.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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