Mediwatch PLC Result of Court Meeting and General Meeting (2499W)

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RNS Number : 2499W

Mediwatch PLC

23 December 2013

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

Mediwatch plc

Results of the Court Meeting and General Meeting

23 December 2013

On 18 November 2013, Laborie and the Independent Directors of Mediwatch announced under Rule 2.7 of the City Code that they had agreed the terms of the recommended acquisition of the entire issued and to be issued ordinary share capital of Mediwatch by Laborie, to be effected by means of a scheme of arrangement of Mediwatch under Part 26 of the Companies Act 2006 (the "Scheme").

A circular containing, amongst other things, notices of the Court Meeting and the General Meeting, details of the Scheme and the terms and conditions of the Acquisition was posted to Mediwatch Shareholders on 29 November 2013 (the "Scheme Document"). Unless otherwise defined, all capitalised terms used in this announcement shall have the same meaning as in the Scheme Document.

The Mediwatch Directors are pleased to announce that the resolution relating to the approval of the Scheme was today passed by the requisite majority at the Court Meeting and the special resolution to implement the Scheme was also passed by the requisite majority at the subsequent General Meeting.

The number of Mediwatch Shares in issue at 6.00p.m. on 19 December 2013 was 140,871,032.

Court Meeting

At the Court Meeting, the resolution to approve the Scheme was approved on a poll by a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 98.23 per cent. in value of the Scheme Shares voted. Details of the votes cast were as follows:

 
                  Number of Scheme       Number of votes       Percentage of 
              Shareholders casting        cast by Scheme     eligible Scheme 
             votes (and percentage     Shareholders (and    Shares voted (as 
                   of those Scheme         percentage of     a percentage of 
               Shareholders voting      those votes cast    the issued share 
                   as a percentage       as a percentage      capital of the 
                     of all Scheme        of total votes            Company) 
                  Shareholders who                 cast) 
                            voted) 
 FOR                  196 (93.33%)   71,885,506 (98.23%)              51.03% 
 AGAINST                16 (6.67%)     1,297,603 (1.77%)               0.92% 
 

Accordingly, the resolution proposed at the Court Meeting was duly passed.

General Meeting

At the General Meeting, the special resolution to approve the Scheme and provide for its implementation was duly passed by the requisite majority on a poll. Details of the votes cast were as follows:

 
              Number of Mediwatch   Percentage of Mediwatch 
                     Shares voted              Shares voted 
 FOR                   74,952,178                     97.36 
 AGAINST                2,034,080                      2.64 
 WITHHELD*                      -                         - 
 

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

** Any proxy appointments which gave discretion to the Chairman have been included in the shares voted "FOR" total.

Next Steps

Implementation of the Scheme remains subject to the satisfaction of the remaining conditions set out in Part Three of the Scheme Document, including the sanction of the Scheme by the Court. The Scheme Court Hearing is expected to take place on 22 January 2014. It is expected that dealings in Mediwatch Shares will be suspended from trading on AIM at 7.30 a.m. on 23 January 2014 and the Scheme will become effective on 27 January 2014.

If any of the key dates set out in the timetable change, Mediwatch will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on its website.

Enquiries:

 
 Mediwatch 
  Dr Philip Stimpson, Chief Executive Officer        [phone] 
  Mark Hughes, Chief Financial Officer                            888 
 SP Angel Corporate Finance LLP 
  (Financial adviser, nominated adviser and 
  broker to Mediwatch) 
  David Facey 
  Katy Birkin 
  Liz Yong                                       [phone] 
 

Important Notice

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to sell, purchase, subscribe for or issue any securities, or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful under the laws of such jurisdiction. Any response to the Acquisition or vote in respect of the Scheme should be made only on the basis of the information contained in the Scheme Document.

The Acquisition will be made solely through the Scheme Document which contains the full terms and conditions of the Scheme, including details of how to vote in connection with the resolutions to be proposed at the Court Meeting and the General Meeting. Mediwatch urge Mediwatch Shareholders to read the Scheme Document as it contains important information relating to the Acquisition.

Whether or not certain Mediwatch Shares are voted at the Court Meeting or the General Meeting, if the Scheme becomes effective those Mediwatch Shares will be cancelled pursuant to the Scheme.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Mediwatch Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law and the City Code 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 United Kingdom.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

Please be aware that addresses, electronic addresses and certain other information provided by Mediwatch Shareholders, persons with information rights and other relevant persons for the receipt of communications from Mediwatch may be provided to Laborie during the Offer Period as required under Section 4 of Appendix 4 of the City Code.

SP Angel Corporate Finance LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Mediwatch and no one else in connection with the matters described in this announcement, and will not be responsible for anyone other than Mediwatch for providing the protections afforded to clients of SP Angel Corporate Finance LLP nor for providing advice in relation to the matters referred to in this announcement. Neither SP Angel Corporate Finance LLP nor any of its affiliates, partners or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of SP Angel Corporate Finance LLP in connection with this announcement, any statement contained herein or otherwise.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 pm (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 securities exchange 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. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Mediwatch's website at http://mediwatch.com by no later than noon (London time) on the business day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement (by contacting Mark Hughes, Company Secretary, Mediwatch plc, Lumonics House, Valley Drive, Swift Valley, Rugby CV21 1TQ). It is important that you note that unless you make such a request, a hard copy of this announcement may not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

This information is provided by RNS

The company news service from the London Stock Exchange

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