ANT plc Result of Court Meeting and General Meeting (3811V)

TIDMANTP

RNS Number : 3811V

ANT plc

11 January 2013

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

11 January 2013

Recommended cash acquisition of

ANT plc ("ANT")

by

Espial (UK) Limited ("Espial UK"), a wholly-owned subsidiary of Espial Group Inc. ("Espial")

Result of Court Meeting and General Meeting

ANT announces that at the Court Meeting and the General Meeting held earlier today, all resolutions were duly passed by the requisite majorities in respect of the proposed acquisition of the entire issued and to be issued share capital of ANT by Espial, which is being effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Proposal"). A circular containing, amongst other things, the required explanatory statement was posted to ANT shareholders on 17 December 2012 (the "Scheme Document").

Court Meeting

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.99 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       Percentage   Number          Percentage      Number of 
             of Scheme    of Scheme    of Scheme       of Scheme       Scheme Shares 
             Shares       Shares       Shareholders    Shareholders    voted as 
             voted        voted        who voted       voting          a percentage 
                          (%)                          (%)             of the total 
                                                                       number of 
                                                                       Scheme Shares 
                                                                       held by 
                                                                       Scheme Shareholders 
                                                                       entitled 
                                                                       to vote 
                                                                       on the resolution 
                                                                       (%) 
 FOR        18,114,823   99.99        29              96.67           74.58 
 AGAINST    1,058        0.01         1               3.33            0.01 
 

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 duly passed on a poll vote. Details of the votes cast (either in person or by proxy) were as follows:

 
               Number of Scheme Shares   Percentage of Scheme 
                        voted                Shares voted 
 FOR                 18,114,823                 99.99 
 AGAINST                1,058                    0.01 
 WITHHELD *            23,000                    N/A 
 

*A vote 'withheld' is not a vote in law and is not counted in the calculations of votes 'FOR' or 'AGAINST' a resolution.

Timetable and next steps

The implementation of the Proposal remains conditional on the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the sanction of the Scheme and the confirmation of the Capital Reduction by the Court. The date of the hearing to sanction the Scheme, is expected to be 30 January 2013 and the hearing to confirm the Capital Reduction is expected to be 1 February 2013. If the Court sanctions the Scheme and confirms the Capital Reduction, it is expected that the Scheme will become effective on 4 February 2013.

The last day of dealings in, and for registration of transfers of, ANT Shares and disablement in CREST of ANT Shares will take place on 31 January 2013. Dealings in ANT Shares will be suspended with effect from 7.30 a.m. on 1 February 2013 and cancellation of admission to trading of ANT Shares on AIM will take place with effect from 7.00 a.m. on 4 February 2013.

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. If the expected dates change, the Company will give notice of the changes in an announcement through a Regulatory Information Service.

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:

 
 ANT Plc                                              Tel: +44 1223 
                                                       716400 
 Royston Hoggarth, Non-Executive Chairman 
 Westhouse Securities (financial adviser, nominated   Tel: [phone] 
  adviser and broker to ANT plc)                       6100 
 Tom Griffiths 
  Paul Gillam 
 Newgate Threadneedle (public relations adviser       Tel: [phone] 
  to ANT plc)                                          9850 
 Caroline Evans-Jones 
  Fiona Conroy 
 

Notices

Responsibility

The ANT Directors take responsibility for the information contained in this announcement. To the best of the knowledge and belief of the ANT Directors who have taken all reasonable care to ensure that such is the case, the information contained in this announcement is in accordance with the facts.

Westhouse Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ANT and no one else in connection with the matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than ANT for providing the protections afforded to customers of Westhouse Securities nor for providing advice in relation to the matters referred to in this announcement.

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. ANT Shareholders are advised to read carefully the formal documentation relating to the Proposal. The Proposal is 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 website

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in any Restricted Jurisdictions, on www.antplc.com by no later than 12:00 noon (London time) on 14 January 2013 (being the Business Day following the date of this announcement) in accordance with Rule 30.4 of the Code.

The contents of ANT's website are not incorporated into and do not form part of this announcement.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified.

If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

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