Taptica International Ltd Result of EGM (6456T)

TIDMTAP

RNS Number : 6456T

Taptica International Ltd

21 March 2019

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.

21 March 2019

TAPTICA INTERNATIONAL Ltd

("Taptica" or the "Company")

Result of Extraordinary General Meeting

Taptica (AIM: TAP), a global leader in advertising technologies for brand advertising and performance-based mobile marketing, is pleased to announce that all Resolutions have been duly passed at the Company's Extraordinary General Meeting held earlier today. Amongst the Resolutions passed was Resolution 1, to authorise the Directors to allot up to 68,343,888 New Taptica Shares on a non-pre-emptive basis pursuant to the terms of the Offer to purchase the entire issued and to be issued share capital of RhythmOne plc.

Next Steps and Key Dates

Completion of the Offer remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including inter alia the passing by the requisite majority of the RhythmOne Resolutions at the RhythmOne General Meeting, the Court Meeting and the sanction of the Scheme by the Court.

 
 Event:                                                  Time and/or Date 
 RhythmOne Court Meeting                         10.00 a.m. 22 March 2019 
                                                ------------------------- 
 
 RhythmOne General Meeting                       10.15 a.m. 22 March 2019 
                                                ------------------------- 
 
 Last day of dealings in, and for registration              29 March 2019 
  of transfers of, and disablement in CREST 
  of RhythmOne Shares 
                                                ------------------------- 
 
 Court Hearing to sanction the Scheme                       29 March 2019 
                                                ------------------------- 
 
 Effective Date of the Scheme                                1 April 2019 
                                                ------------------------- 
 
 Delisting of RhythmOne Shares                    by 7:00 a.m. on 2 April 
                                                                     2019 
                                                ------------------------- 
 
 Admission of the New Taptica Shares to           by 8:00 a.m. on 2 April 
  trading on AIM                                                     2019 
                                                ------------------------- 
 
 New Taptica Shares issued to RhythmOne           by 8:00 a.m. on 2 April 
  Shareholders                                                       2019 
                                                ------------------------- 
 

Details of the votes cast were as follows:

 
 Resolution   Votes For*    Votes   Votes Against   Votes   Total Votes   % of ISC         Votes 
                              for                     for                    Voted    withheld** 
                                %                       % 
 1            43,114,183    99.99           3,693    0.01    43,117,876     56.15%     1,065,539 
             -----------  -------  --------------  ------  ------------  ---------  ------------ 
 2            31,547,895    73.17      11,569,981   26.83    43,117,876     56.15%     1,065,539 
             -----------  -------  --------------  ------  ------------  ---------  ------------ 
 3Y            1,697,840   100.00               0    0.00     1,697,840      2.21%         4,723 
             -----------  -------  --------------  ------  ------------  ---------  ------------ 
 3N           31,437,895    73.10      11,569,981   26.90    43,007,876     56.00%     1,065,539 
             -----------  -------  --------------  ------  ------------  ---------  ------------ 
 3B           17,414,855    99.97           4,723    0.03    17,419,578     22.68%             0 
             -----------  -------  --------------  ------  ------------  ---------  ------------ 
 4            31,437,895    73.10      11,569,981   26.90    43,007,876     56.00%     1,175,539 
             -----------  -------  --------------  ------  ------------  ---------  ------------ 
 5            43,113,153    99.99           4,723    0.01    43,117,876     56.15%     1,065,539 
             -----------  -------  --------------  ------  ------------  ---------  ------------ 
 6            43,080,417    99.92          36,429    0.08    43,116,846     56.15%     1,066,569 
             -----------  -------  --------------  ------  ------------  ---------  ------------ 
 7            43,113,153    99.99           4,723    0.01    43,117,876     56.15%     1,065,539 
             -----------  -------  --------------  ------  ------------  ---------  ------------ 
 8            43,113,153    99.99           4,723    0.01    43,117,876     56.15%     1,065,539 
             -----------  -------  --------------  ------  ------------  ---------  ------------ 
 

* The "For" votes include those giving the Chairman discretion.

**A vote "withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.

The times and dates in the timetable above are indicative only, and will depend, among other things, on the date upon which the Conditions are satisfied or (if capable of waiver) waived and the date upon which the Court sanctions the Scheme and the dates on which the Court Order is delivered to the Registrar of Companies. If any of the times and/or dates above change, the revised times and/or dates will be notified by an announcement through a regulatory information service recognised by the London Stock Exchange. All times are London times.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Company's Circular dated 14 February 2019.

For further information or enquiries please contact:

 
Taptica International Ltd                 Tel: [phone] 
Tim Weller, Non-Executive Chairman 
 Yaniv Carmi, Chief Financial Officer 
finnCap Ltd                              Tel: [phone] 
 Jonny Franklin-Adams 
 Henrik Persson 
 James Thompson 
 Hannah Boros 
 
  Vigo Communications                    Tel: [phone] 
  Jeremy Garcia 
  Antonia Pollock 
  Charlie Neish 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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March 21, 2019 12:55 ET (16:55 GMT)