Result Of Court Meeting & EGM

    RNS Number : 2534U
  Zetex Plc
  12 May 2008
   

    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 2008
    Zetex PLC ("ZETEX")
    RECOMMENDED proposal for the cash acquisition OF ZETEX
    Results of Court Meeting and Extraordinary General Meeting

    On 4 April 2008, the boards of Zetex and Diodes Incorporated ("Diodes") announced the terms of a recommended cash offer by Diodes
Holdings UK Limited (a wholly owned subsidiary of Diodes), ("Bidco") of 85.45 pence per share for the entire issued and to be issued
ordinary share capital of Zetex (the "Recommended Proposal") to be effected by way of a scheme of arrangement pursuant to section 895 of the
Companies Act 2006 (the "Scheme").

    On 18 April 2008, the board of Zetex announced the posting of the scheme document (the "Scheme Document"), containing full details of
the Recommended Proposal and the Scheme.

    Terms defined in this announcement have the same meanings as in the Scheme Document.

    Today, the board of Zetex is pleased to announce that, at the meeting of Scheme Shareholders convened by the Court, held today at 4.30
p.m. (the "Court Meeting"), a majority of Scheme Shareholders present and voting (either in person or by proxy), representing not less than
75 per cent. in value of the Scheme Shares, voted in favour of the resolution to approve the Scheme. The result of the vote was as follows:

 Resolution to approve the Scheme

 Number of Scheme Shares
 FOR: 85,130,630, representing 99.97% of the Scheme Shares voted; and 81.62%
 of the issued ordinary share capital*
 AGAINST: 22,785, representing 0.03% of the Scheme Shares voted; and 0.02% of
 the issued ordinary share capital*

 Number of Scheme Shareholders
 FOR: 203, representing 94.86% of voting Scheme Shareholders
 AGAINST: 11, representing 5.14% of voting Scheme Shareholders

    Subsequently, at the extraordinary general meeting of the Company (the "Extraordinary General Meeting"), held today at 5.00 p.m., the
special resolutions required to implement the Scheme were also passed by the requisite majorities. The result of the votes were as follows:

 1. Special resolution to authorise Zetex's directors to take all such action
 as they may consider necessary or appropriate for carrying the Scheme into
 effect

 Number of ordinary shares voted
 The resolution was passed on a show of hands.
 FOR: 50,637,462, representing 99.97% of the Scheme Shares voted; and 48.55%
 of the issued ordinary share capital*
 AGAINST: 15,429, representing 0.03% of the Scheme Shares voted; and 0.01% of
 the issued ordinary share capital*
 WITHHELD: 7,106, representing 0.01% of the issued ordinary share capital*


 2. Special resolution for the purpose of giving effect to the Scheme

 Number of Scheme Shares voted
 The resolution was passed on a show of hands.
 FOR: 50,639,212, representing 99.97% of the Scheme Shares voted; and 48.55%
 of the issued ordinary share capital*
 AGAINST: 15,429, representing 0.03% of the Scheme Shares voted; and 0.01% of
 the issued ordinary share capital*
 WITHHELD: 5,356, representing 0.01% of the issued ordinary share capital*


 3. Special resolution to approve the amendments to the Article of Association
 of Zetex

 Number of Scheme Shares voted
 The resolution was passed on a show of hands.
 FOR: 50,639,412, representing 99.97% of the Scheme Shares voted; and 48.55%
 of the issued ordinary share capital*
 AGAINST: 15,229, representing 0.03% of the Scheme Shares voted; and 0.01% of
 the issued ordinary share capital*
 WITHHELD: 5,356, representing 0.01% of the issued ordinary share capital*

    * Excluding any Ordinary Shares held by Diodes, the trustees of Telemetrix Employees Share Ownership Plan Trust or held in treasury by
Zetex.

    Zetex has submitted two copies of all the resolutions passed at the Court Meeting and the Extraordinary General Meeting to the Financial
Services Authority (in its capacity as UK Listing Authority), as required under 9.6.2 R of the Listing Rules. These will shortly be
available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at the Financial Services Authority, 25
The North Colonnade, Canary Wharf, London E14 5HS.

    Completion of the Scheme remains subject to the satisfaction or, if permitted, waiver, of the Conditions set out in the Scheme Document,
including, inter alia, the approval of the Scheme by the Court and confirmation of the related Reduction of Capital by the Court. The Court
hearing to sanction the Scheme is expected to take place on 4 June 2008 and the Court hearing to confirm the Reduction of Capital is
expected to take place on 6 June 2008, in each case as set out in the Scheme Document, with the Scheme expected to become effective on 9
June 2008. These times and dates are indicative only and if this timetable changes, a further announcement will be made.

    As stated in the Scheme Document, Zetex expects shortly to apply to the UK Listing Authority for cancellation of the listing of Zetex
Shares on the Official List. It is anticipated that the last day of dealings in Zetex Shares will be 5 June 2008, that dealings in Zetex
Shares on the London Stock Exchange will be suspended at 8.00 a.m. (London time) on 6 June 2008 and that cancellation of their admission to
trading on the London Stock Exchange will take effect at 8.00 a.m. (London time) on 9 June 2008.

    Enquiries:
 Zetex plc                                           Tel: [phone]
 Liz Airey, Chairman 
 Hans Rohrer, Chief Executive Officer
 NM Rothschild & Sons Limited ("Rothschild")         Tel: [phone]
 (financial adviser to Zetex plc)
 Andrew Thomas
 James Gaskell
 Citigate Dewe Rogerson (PR advisers to Zetex)       Tel: [phone]
 Toby Mountford
 Justin Griffiths 
 Diodes Incorporated
 Dr Keh-Shew Lu                                      Tel: [phone]
 Carl Wertz                                          Tel: [phone]
 UBS Investment Bank (financial adviser to Bidco     Tel: [phone]
 and Diodes Incorporated)
 Gavin Domm                                          Tel: [phone]
 Gavin Slader                                        Tel: [phone]
 Craig Calvert                                       Tel: [phone]
 Shelton Group (IR adviser to Diodes)                Tel: [phone]
 Leanne Sievers
    The Directors of Zetex accept responsibility for the information contained in this announcement and, to the best of their knowledge and
belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance
with the facts and does not omit anything likely to affect the import of such information.
    This announcement is not intended to, and does not constitute or form any part of, an offer or invitation to sell or subscribe for or
purchase any securities or solicitation of any vote or approval in any jurisdiction pursuant to the Recommended Proposal or otherwise. 
    The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purpose of complying with English law and the City Code on Takeovers and Mergers 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 the UK.
    Rothschild is regulated in the UK by the Financial Services Authority and is acting exclusively for Zetex in connection with the
Recommended Proposal and no-one else and will not be responsible to anyone other than Zetex for providing the protections afforded to its
clients or for providing advice in relation to the Recommended Proposal or any other matters referred to in this announcement.
    UBS Limited and UBS Securities LLC (together, "UBS") are acting exclusively for Diodes and Bidco and no-one else in connection with the
Recommended Proposal and will not be responsible to anyone other than Diodes and Bidco for providing the protections afforded to clients of
UBS or for providing advice in relation to the Recommended Proposal or any matter referred to in this announcement.
    Rule 8 Dealing disclosure requirements
    Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more
of any class of "relevant securities" of Zetex, all "dealings" in any "relevant securities" of Zetex (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London
time) on the London Business Day following the date of the relevant transaction. This requirement will continue until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more
persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Zetex, they will be deemed to be a single person for the purpose of Rule 8.3.
    Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Zetex by Diodes, Bidco or Zetex, or by any of
their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of
the relevant transaction.
    A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
    "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an interest by virtue of the ownership or control of securities,
or by virtue of any option in respect of, or derivative referenced to, securities.
    Terms in quotation marks are defined in the Code, which can be found on the Panel's website. If you are in any doubt as to whether or
not you are required to disclose a dealing under Rule 8, you should consult the Panel.

This information is provided by RNS
The company news service from the London Stock Exchange
 
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