RhythmOne PLC Results of Court Meeting and General Meeting (7933T)

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RNS Number : 7933T

RhythmOne PLC

22 March 2019

THIS ANNOUNCEMENT, INCLUDING THE APPICES, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU 596/2014). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

22 MARCH 2019

RhythmOne plc

Results of Court Meeting and General Meeting

RhythmOne plc ("RhythmOne" or the "Company") is pleased to announce that at the Court Meeting and General Meeting held today in connection with the recommended acquisition of the entire issued and to be issued ordinary share capital of RhythmOne by Taptica (the "Acquisition"), intended to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), all of the resolutions put to shareholders were passed by the requisite majorities.

Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document posted to, amongst others, RhythmOne shareholders on 25 February 2019 (the "Scheme Document").

The number of Scheme Shares in issue at 6.00 p.m. UK time on 20 March 2019 (being the "Voting Record Time") was 78,652,306.

Voting results of the Court Meeting

Results of the poll at the Court Meeting held on 22 March 2019 are set out below.

 
            Number of Scheme    Percentage of 
                Shares voted    Scheme Shares 
                                    voted (%) 
 For              46,692,549            97.69 
           -----------------  --------------- 
 Against           1,104,071             2.31 
           -----------------  --------------- 
 Total            47,796,620           100.00 
           -----------------  --------------- 
 

Voting results of the General Meeting

Results of the poll at the General Meeting held on 22 March 2019 are set out below.

 
 Special Resolution: Approval of               Number   Percentage 
  the implementation of the Scheme,         of Scheme    of Scheme 
  including amendments to the RhythmOne        Shares       Shares 
  Articles                                      voted        voted 
                                                               (%) 
 For                                       45,367,548        92.03 
                                          -----------  ----------- 
 Against                                    3,931,466         7.97 
                                          -----------  ----------- 
 Withheld                                       1,200         0.00 
                                          -----------  ----------- 
 Total                                     49,300,214       100.00 
                                          -----------  ----------- 
 

Effective Date and Timetable

The Offer remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including the sanction of the Scheme by the Court of Session. The expected timetable of principal events for theimplementation of the Scheme remains as set out in the announcement of RhythmOne published on 25 February 2019. The Court Hearing (to sanction the Scheme) is expected to take place on 29 March 2019. If the Scheme becomes effective in accordance with its terms, it is intended that dealings in RhythmOne Shares on AIM will be suspended at 7.30 a.m. on 1 April 2019and subsequently RhythmOne Shares will be cancelled from admission to trading on AIM at 7.00 a.m. on 2 April 2019.

Each of these dates and the dates set out in the announcement on 25 February 2019 continues to be subject to change. If any of the key dates set out in that announcement change, RhythmOne will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on its website at https://investor.rhythmone.com/legal_notice.

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document.

The Directors of RhythmOne accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure 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.

For further information please contact:

 
RhythmOne plc                                [e-mail] 
 Mark Bonney 
Whitman Howard Limited 
 Financial Adviser and Broker to RhythmOne   [phone] 
 Nick Lovering / Christopher Furness          1234 
Grant Thornton UK LLP 
 Nominated Adviser to RhythmOne 
 Philip Secrett/Jen Clarke                   [phone] 
 

Important information

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law or regulation and therefore any person who comes into possession of this announcement should inform themselves about, and comply with, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws or regulations of any such relevant jurisdiction.

Whitman Howard Limited ("Whitman Howard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser and Broker to RhythmOne and for no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than RhythmOne for providing the protections afforded to clients of Whitman Howard, or for providing advice in connection with the possible offer for RhythmOne or any other matters referred to herein.

Grant Thornton UK LLP ("Grant Thornton"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to RhythmOne and for no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than RhythmOne for providing the protections afforded to clients of Grant Thornton, or for providing advice in connection with the possible offer for RhythmOne or any other matters referred to herein.

Disclosure requirements of the Code

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(s), save to the extent that these details have previously been disclose 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 of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at https://investor.rhythmone.com/ as soon as possible and, in any event, by no later than 12 noon (London time) on 25 March 2019.

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

You may request a hard copy of this announcement by contacting the Company Secretary of RhythmOne at [e-mail].

You may also request that all future documents, announcements and information to be sent to you in relation to the offer should be in hard copy form.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, the Company announces that, as at the date of this announcement, it has 78,652,306ordinary shares of 10 pence each in issue and admitted to trading on the AIM Market of the London Stock Exchange. There are no Treasury shares in the Company.

The International Securities Identification Number (ISIN) for the Company's ordinary shares is GB00BYW0RC64.

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 22, 2019 13:16 ET (17:16 GMT)