Sphere Medical Holding plc General Meeting Result (2760Q)

TIDMSPHR

RNS Number : 2760Q

Sphere Medical Holding plc

08 September 2017

8 September 2017

Sphere Medical Holding plc

("Sphere", "Sphere Medical" or the "Company")

Results of General Meeting

Sphere Medical Holding plc (AIM: SPHR.L), an innovative point-of-care monitoring and diagnostic devices company, announces that, at its General Meeting held today in London in respect of the proposed Investment and Cancellation as announced on 21 August 2017 all resolutions were duly passed on a show of hands (except for resolution 4 which was required to be taken on a poll in accordance with the Takeover Code).

Resolution 4 to approve the waiver of the obligation of the members of the Concert Party under Rule 9 of the Takeover Code in connection with the Investment and/or exercise of the Investment Warrants was duly passed on a poll of the Independent Shareholders. The voting results for resolution 4 are included below.

 
 Resolution   Votes        %        Votes      % of     Total        % of       Votes 
               For(1)                against    votes    votes        issued     withheld(2) 
                                                cast     cast         share 
                                                                      capital 
                                                                      votes 
-----------  -----------  -------  ---------  -------  -----------  ---------  ------------- 
 4            26,040,825   99.03%   254,689    0.97%    26,295,514   18.55%     17,289 
-----------  -----------  -------  ---------  -------  -----------  ---------  ------------- 
 

(1) Votes 'For' include votes giving the Chairman discretion

(2) A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

As a result, the Investment and Cancellation will proceed. The last day of dealings on AIM in the Company's Ordinary Shares will be 19 September 2017 and the cancellation of admission to trading on AIM will be effective from 7.00 a.m. on 20 September 2017. The GBP5 million proceeds of the Initial Investment Round are due to be received by the Company by 26 September 2017, and any proceeds of the Second Investment Round by 4 October 2017.

Details of the proxy voting for each resolution are provided on the Company's website on the Shareholder Communications page in the Investor Relations section.

Ordinary Share dealing following Cancellation

Following Cancellation, as the Ordinary Shares will no longer be traded on a public market, the Company intends for the period of 18 months from the date of Cancellation to use reasonable endeavours to facilitate introductions and communication among Shareholders who wish to sell their Ordinary Shares and those persons who wish to purchase Ordinary Shares. To do this Shareholders or persons wishing to acquire or sell Ordinary Shares will be able to leave an indication with the Company that they are prepared to buy and sell Ordinary Shares at a specified price. In the event that the Company is able to match that order with an opposite sell or buy instruction, the Company would contact both parties to effect the order. In carrying out such activities, the Company will take no responsibility to match-up Shareholders wishing to sell and purchase Ordinary Shares, and no responsibility in respect of the time frame in which introductions or communications (if any) are made or as to the price at which any trades might take place.

Interests of the Concert Party following the Investment

Upon completion of the Investment, the potential voting rights attributable to the interests of the Concert Party will be as follows:

 
                               WPCT         OMNIS         WEIF       Woodford*      Wales         Total 
                                                                                     Fund 
-------------------------  ------------  -----------  -----------  ------------  -----------  ------------ 
 Number of 
  existing Ordinary 
  Shares at 
  the date of 
  this document              27,650,000    3,126,575   11,750,000    42,526,575   25,000,000    67,526,575 
-------------------------  ------------  -----------  -----------  ------------  -----------  ------------ 
 Percentage 
  of voting 
  Rights                          19.5%         2.2%         8.3%        29.99%        17.6%         47.6% 
-------------------------  ------------  -----------  -----------  ------------  -----------  ------------ 
 Number of 
  Convertible 
  Preferred 
  Shares immediately 
  following 
  the Investment(1)         106,307,583   35,435,861            -   141,743,444   35,435,861   177,179,305 
-------------------------  ------------  -----------  -----------  ------------  -----------  ------------ 
 Percentage 
  voting rights 
  in the Company 
  immediately 
  following 
  the Investment 
  (assuming 
  no Investment 
  Warrants exercised)(2)          42.0%        12.1%         3.7%         57.8%        18.9%         76.7% 
-------------------------  ------------  -----------  -----------  ------------  -----------  ------------ 
 Maximum number 
  of Investment 
  Warrants to 
  be issued 
  in respect 
  of the Investment(2)      170,092,133   56,697,378            -   226,789,511   56,697,377   283,486,888 
-------------------------  ------------  -----------  -----------  ------------  -----------  ------------ 
 Percentage 
  voting rights 
  in the Company 
  immediately 
  following 
  the Investment 
  (assuming 
  no Investment 
  Warrants are 
  exercised)(5)                   31.5%         9.1%         2.8%         43.3%        14.2%         57.5% 
-------------------------  ------------  -----------  -----------  ------------  -----------  ------------ 
 Percentage 
  voting rights 
  in the Company 
  immediately 
  following 
  the Investment 
  (assuming 
  all Investment 
  Warrants held 
  by Woodford 
  are exercised)(2 
  3)                              55.7%        17.5%         2.1%         75.3%        11.1%         86.4% 
-------------------------  ------------  -----------  -----------  ------------  -----------  ------------ 
 Percentage 
  voting rights 
  in the Company 
  immediately 
  following 
  the Investment 
  (assuming 
  all Investment 
  Warrants held 
  by Wales Fund 
  are exercised)(2 
  4)                              35.7%        10.3%         3.1%         49.1%        31.2%         80.2% 
-------------------------  ------------  -----------  -----------  ------------  -----------  ------------ 
 Percentage 
  voting rights 
  in the Company 
  immediately 
  following 
  the Investment 
  (assuming 
  all Investment 
  Warrants held 
  by Wales Fund 
  and Woodford 
  are exercised)(2)               50.5%        15.8%         1.9%         68.2%        19.4%         87.7% 
-------------------------  ------------  -----------  -----------  ------------  -----------  ------------ 
 Percentage 
  voting rights 
  in the Company 
  immediately 
  following 
  the Investment 
  (assuming 
  all Investment 
  Warrants held 
  by Wales Fund 
  and Woodford 
  are exercised)(5)               39.9%        12.3%         1.9%         54.1%        15.9%         70.0% 
-------------------------  ------------  -----------  -----------  ------------  -----------  ------------ 
 

* The interests of OMNIS, WEIF and WPCT are aggregated

1 Woodford and the Wales Fund have conditionally agreed to subscribe for Convertible Preferred Shares in the Initial Investment Round. They do not intend to participate in the Second Investment Round

2 Assumes no participation by investors in the Second Investment Round

3 Assumes Wales Fund does not exercise any Investment Warrants

4 Assumes Woodford does not exercise any Investment Warrants

5 Assumes full participation by investors in the Second Investment Round (with Woodford and Wales not participating in the Second Investment Round)

The capitalised terms used in this announcement have the meaning as defined in the announcement published by the Company at 5:53 p.m. on 21 August 2017 unless otherwise stated.

- Ends -

For further information, please contact:

 
Sphere Medical Holding                     Tel: [phone] 
 plc                                                        222 
Dr Wolfgang Rencken, Chief 
 Executive Officer 
Richard Wright, Chief 
 Financial Officer 
 
Panmure Gordon                             Tel: [phone] 
                                                           2500 
Freddy Crossley (Corporate 
 Finance) 
Duncan Monteith (Corporate 
 Finance) 
Tom Salvesen (Corporate 
 Broking) 
 
Consilium Strategic                        Tel: [phone] 
 Communications                                            5700 
Mary-Jane Elliott             [e-mail] 
Ivar Milligan 
Hendrik Thys 
 
 

Notes for Editors

About Sphere Medical (AIM: SPHR.L)

Sphere Medical is an innovative point-of-care medical device company. Its Proxima platform measures blood gases, electrolytes and metabolites at the patient's bedside and aims to improve patient care and reduce health system costs. For further information, please visit www.spheremedical.com.

This information is provided by RNS

The company news service from the London Stock Exchange

END

ROMUWUSRBRAKRAR

(END) Dow Jones Newswires

September 08, 2017 10:24 ET (14:24 GMT)