Results of shareholder meetings

 

TIDMFGN 
 
RNS Number : 9678N 
Futuragene PLC 
21 June 2010 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR 
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD 
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
21 June 2010 
   Recommended all cash offer for FuturaGene Plc by Suzano Trading Limited, a 
            wholly owned subsidiary of Suzano Papel e Celulose S.A. 
 
                        Results of Shareholder Meetings 
FuturaGene is pleased to announce that, at the Court Meeting and General Meeting 
held earlier today in connection with the recommended all cash offer for 
FuturaGene by Suzano Bidco, by way of a scheme of arrangement in accordance with 
Part 26 of the Companies Act 2006, all the resolutions proposed were duly 
passed. 
At the Court Meeting, a majority in number of Scheme Shareholders who voted 
(either in person or by proxy), and who together represented over 75% in value 
of the votes cast, voted in favour of the resolution to approve the Scheme. The 
resolution was accordingly passed. 
At the General Meeting, the Resolutions to authorise the directors to allot 
shares in the Company, to ratify the issue of Conditional Warrants, to disapply 
the pre-emption rights applicable on the allotment of shares in the Company and 
to approve the Scheme and provide for its implementation were also passed by the 
requisite majorities. 
The votes cast at each Meeting were as follows: 
COURT MEETING The voting on the resolution to approve the Scheme was taken on a 
poll (each Scheme Shareholder having one vote for each Scheme Share held) and 
the result was as follows: 
+------------------------------+----------------------+---------+ 
|                              | For                  | Against | 
+------------------------------+----------------------+---------+ 
| Number of Scheme Shares      | 27,144,254           | 40,864  | 
| voted                        |                      |         | 
+------------------------------+----------------------+---------+ 
| Of those Scheme Shares       |                      |         | 
| voted:                       |                      |         | 
+------------------------------+----------------------+---------+ 
| - number (and percentage)    | 75 (93.75%)          | 5       | 
| of Scheme Shareholders who   |                      | (6.25%) | 
| voted                        |                      |         | 
+------------------------------+----------------------+---------+ 
|                              |                      |         | 
+------------------------------+----------------------+---------+ 
| - percentage of eligible     | 99.85%               | 0.15%   | 
| Scheme Shares which were     |                      |         | 
| voted                        |                      |         | 
+------------------------------+----------------------+---------+ 
 
GENERAL MEETING The voting on each Resolution was taken on a show of hands and 
the Resolutions were passed unanimously. For the information of shareholders the 
proxy votes cast before the meeting were as follows: 
+----------------------------------------+------------+---------+----------+ 
| Ordinary Resolutions                   | For        | Against | Withheld | 
+----------------------------------------+------------+---------+----------+ 
|                                        | 17,281,997 | 2,934   | 9,000    | 
| 1. To authorise the Directors for the  | (99.98%)   | (0.02%) |          | 
| purpose of section 551 of the          |            |         |          | 
| Companies Act 2006 to allot shares in  |            |         |          | 
| the Company up to an aggregate nominal |            |         |          | 
| amount of GBP97,304                    |            |         |          | 
+----------------------------------------+------------+---------+----------+ 
|                                        | 17,281,997 | 2,934   | 9,000    | 
| 2. To ratify the issue of the          | (99.98%)   | (0.02%) |          | 
| Conditional Warrants by the Directors  |            |         |          | 
+----------------------------------------+------------+---------+----------+ 
| Special Resolutions                    |            |         |          | 
+----------------------------------------+------------+---------+----------+ 
|                                        | 17,290,997 | 2,934   | 0        | 
| 3. To disapply the statutory           | (99.98%)   | (0.02%) |          | 
| pre-emption rights pursuant to section |            |         |          | 
| 570 of the Companies Act 2006 in       |            |         |          | 
| relation to the allotment of equity    |            |         |          | 
| securities, as more particularly set   |            |         |          | 
| out in the Notice of General Meeting   |            |         |          | 
+----------------------------------------+------------+---------+----------+ 
| 4. To:                                 | 17,290,997 | 2,934   | 0        | 
| - approve the Scheme and authorise the | (99.98%)   | (0.02%) |          | 
| directors to take all such action as   |            |         |          | 
| they may consider necessary or         |            |         |          | 
| appropriate for carrying the Scheme    |            |         |          | 
| into effect                            |            |         |          | 
|                                        |            |         |          | 
| - approve the reduction of share       |            |         |          | 
| capital, as more particularly set out  |            |         |          | 
| in the Notice of General Meeting       |            |         |          | 
|                                        |            |         |          | 
| - approve the amendments to the        |            |         |          | 
| Company's articles of association, as  |            |         |          | 
| more particularly set out in the       |            |         |          | 
| Notice of General Meeting              |            |         |          | 
|                                        |            |         |          | 
| - authorise the Directors for the      |            |         |          | 
| purpose of section 551 of the          |            |         |          | 
| Companies Act 2006 to allot the New    |            |         |          | 
| FuturaGene Shares, as more             |            |         |          | 
| particularly set out in the Notice of  |            |         |          | 
| General Meeting                        |            |         |          | 
|                                        |            |         |          | 
| - authorise the reserve arising as a   |            |         |          | 
| result of the reduction of capital to  |            |         |          | 
| be applied in paying up in full at par |            |         |          | 
| the New FuturaGene Shares              |            |         |          | 
|                                        |            |         |          | 
| - approve the amendment to the         |            |         |          | 
| articles of association of the Company |            |         |          | 
| by inserting a new Article 3A, as more |            |         |          | 
| particularly set out in the Notice of  |            |         |          | 
| General Meeting                        |            |         |          | 
+----------------------------------------+------------+---------+----------+ 
 
NEXT STEPS 
 
Implementation of the Scheme remains subject to the satisfaction or, if 
appropriate, waiver of the Conditions set out in the Scheme Document (as defined 
below) including, amongst other things, the sanction of the Scheme by the Court 
- which is expected to take place on 8 July 2010 - and the confirmation of the 
associated Reduction of Capital by the Court - which is expected to take place 
on 12 July 2010. 
 
Application will be made for admission to trading of the FuturaGene Shares on 
the AIM market of the London Stock Exchange to be cancelled with effect from 
7.00 a.m. on 13 July 2010. 
 
It should be noted that the last day of dealings in, and for registration of 
transfers of, and disablement in CREST of, FuturaGene Shares is expected to be 9 
July 2010. 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 12 July 2010, until cancellation of trading. 
 
Subject to the sanction of the Scheme  and the confirmation of the Reduction of 
Capital by the Court, it is expected that the Effective Date of the Scheme will 
be 13 July 2010. 
 
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 
whether the Conditions are satisfied or (if capable of waiver) waived, the dates 
on which the Court sanctions the Scheme and confirms the associated Reduction of 
Capital. If the expected dates change, FuturaGene will give notice of the 
changes in an announcement through a Regulatory Information Service. 
 
Copies of the resolutions passed at the Court Meeting and the General Meeting 
are available for inspection at the offices of DLA Piper UK LLP, 3 Noble Street, 
London EC2V 7EE. 
 
Terms defined in the scheme document sent to FuturaGene Shareholders on 28 
May 2010 (the "Scheme Document") have the same meanings in this announcement. 
 
All references to times in this announcement are to London times unless 
otherwise stated. 
For further information, please contact: 
 
FuturaGene Plc 
Mark Pritchard, Chairman                                        [phone] 
846 
Stanley Hirsch, CEO                                               [phone] 
724 
 
Evolution Securities 
Neil Elliot                                                               +44 
(0) 20 7071 4300 
 
College Hill                                                           +44 (0) 
20 7457 2020 
Adrian Duffield/Carl Franklin/Rozi Morris 
 
Suzano Papel e Celulose 
André Dorf                                                             +55 11 
3503 9240 
 
BNP Paribas (financial adviser to Suzano Bidco and Suzano Papel e Celulose) 
Claude Herskovits (London)                                    [phone] 
6709 
Leandro Almeida (São Paulo)                                 [phone] 
 
Tulchan Communications (PR adviser to Suzano Bidco) 
Andrew Grant                                                      + 44 (0) 20 
7427 1554 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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