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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Fin.Objects | LSE:FIO | London | Ordinary Share | GB0004516976 | ORD 2P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 59.25 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number : 0994B Financial Objects PLC 11 August 2008 Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction (including the United States, Canada, Australia and Japan) where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. FOR IMMEDIATE RELEASE 11 August 2008 RECOMMENDED CASH ACQUISITION of FINANCIAL OBJECTS PLC by TEMENOS UK LIMITED, a wholly-owned subsidiary of TEMENOS GROUP AG Results of Court Meeting and General Meeting Financial Objects plc ("Financial Objects" or the "Company") announces that at the meeting convened by the Court and held earlier today (the "Court Meeting") and at the subsequent general meeting ("General Meeting") to approve the scheme of arrangement (the "Scheme") to implement the acquisition of the Company by Temenos UK Limited (the "Acquisition") all of the resolutions received the necessary majorities and were, accordingly, passed. COURT MEETING At the Court Meeting, the resolution to approve the Scheme was passed on a poll vote. Of the Scheme Shareholders who voted (in person or by proxy), 212 Scheme Shareholders, representing approximately 94.6 per cent. of all the Scheme Shareholders who voted, voted in favour of the Scheme and 12 Scheme Shareholders, representing approximately 5.4 per cent. of all the Scheme Shareholders who voted, voted against the Scheme. Of the Scheme Shareholders who voted (in person or by proxy), Scheme Shareholders holding, in aggregate, 23,468,011 Scheme Shares, representing approximately 99.9 per cent. of the votes cast and approximately 52.8 per cent. of the issued Scheme Shares, voted in favour of the Scheme, and Scheme Shareholders holding, in aggregate, 22,952 Scheme Shares, representing approximately 0.1 per cent. of the votes cast and approximately 0.05 per cent. of the issued Scheme Shares, voted against the Scheme. GENERAL MEETING The Special Resolution to give effect to the Scheme and the Special Resolution directing the directors of Financial Objects to use their reasonable endeavours to ensure that the Scheme becomes effective were passed unanimously on a show of hands. NEXT STEPS Completion of the Acquisition remains subject to the satisfaction or, if appropriate, waiver of the conditions set out in the scheme document sent to Financial Objects Shareholders on 19 July 2008 (the "Scheme Document"), including, amongst other things, the sanction of both the Scheme and the associated Reduction of Capital by the Court. Application will be made for admission to trading of the Financial Objects Shares on the AIM market of the London Stock Exchange to be cancelled with effect from 7.00 a.m. on 11 September 2008. It should be noted that the last day of dealings in, and for registration of transfers of, and disablement in CREST of, Financial Objects Shares will be 8 September 2008. In addition, the Company intends to apply for a suspension of its shares from trading on the AIM market of the London Stock Exchange with effect from 7.00 a.m. on 9 September 2008 and will remain suspended until cancellation of trading. It is expected that the Effective Date of the Scheme will be 10 September 2008. A detailed timetable of events for the Scheme is set out in the Scheme Document. These dates are indicative only and will depend, amongst other things, on the dates on which the Court sanctions the Scheme and the associated Reduction of Capital. If the expected dates change, Financial Objects will give notice of the changes in an announcement through a Regulatory Information Service. Terms defined in the Scheme Document have the same meanings in this announcement. ENQUIRIES: Financial Objects Tel: +44 (0)20 7836 3010 Peter Youngs Evolution Securities Tel: +44 (0)20 7071 4300 (financial adviser to Financial Objects) Stuart Andrews Financial Dynamics Tel: +44 (0)20 7831 3113 (PR adviser to Financial Objects) James Melville Ross Temenos Tel: +44 (0)20 7290 3000 Max Chuard Ben Robinson Lazard Tel: +44 (0)20 7187 2000 (financial adviser to Temenos Group AG and Temenos UK Limited) Nicholas Jones Cyrus Kapadia Hudson Sandler Tel: +44 (0)20 7796 4133 (PR adviser to Temenos) James White Andrew Hayes Evolution, which is authorised and regulated in the United Kingdom by the Financial Services Authority for designated investment business, is acting exclusively for Financial Objects and no one else in connection with the Acquisition and will not be responsible to anyone other than Financial Objects for providing the protections afforded to clients of Evolution Securities Limited nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein. Lazard, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Temenos Group AG and Temenos UK Limited and no one else in connection with the Acquisition and will not be responsible to anyone other than Temenos Group AG and Temenos UK Limited for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein. DEALING DISCLOSURE REQUIREMENTS Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Financial Objects all "dealings" in any "relevant securities" of Financial Objects (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 Business Day following the date of the relevant transaction. This requirement will continue until the Scheme lapses, is withdrawn, or upon the "offer period" otherwise ending. 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 Financial Objects, they will be deemed to be a single person for the purposes of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Financial Objects, by Temenos or Financial Objects, or any of their respective "associates", must also be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies whose "dealings" in "relevant securities" should be disclosed, and the number of 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 City Code, which can also 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. If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under FSMA 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7638 0129; fax number +44 (0) 20 7236 7013. The Financial Objects Directors accept responsibility for the information contained in this announcement relating to Financial Objects and the Financial Objects Directors. To the best of the knowledge and belief of the Financial Objects 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 and does not omit anything likely to affect the import of such information. This information is provided by RNS The company news service from the London Stock Exchange END ROMILFFETRILLIT
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