Scheme of Arrangement Sanctioned (0243I)

TIDMSTF

RNS Number : 0243I

smartFOCUS Group PLC

07 June 2011

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 THAT JURISDICTION

7 June 2011

RECOMMENDED ACQUISITION OF

SMARTFOCUS GROUP PLC ("SMARTFOCUS")

BY

EMAILVISION HOLDINGS LIMITED ("EMAILVISION HOLDINGS")

Scheme of Arrangement sanctioned by Court

smartFOCUS announces that at a hearing held earlier today, the High Court of Justice in England and Wales (the "Court") sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") to effect the proposed acquisition of smartFOCUS by Emailvision Holdings.

Completion of the Scheme remains subject to the satisfaction or, if permitted, waiver of the remaining conditions of the Scheme set out in the Scheme Document including, inter alia, the confirmation of the Reduction of Capital by the Court. The Court Hearing to confirm the Reduction of Capital is scheduled to take place on 9 June 2011.

It is expected that the last day for dealings in smartFOCUS Shares will be 8 June 2011 and that the Scheme will become effective on 9 June 2011. If the Scheme becomes effective on 9 June 2011, it is expected that the admission to trading on AIM of the smartFOCUS Shares will be cancelled at 7.00 a.m. on 10 June 2011 or shortly thereafter.

A further announcement will be made in due course.

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the announcement of 11 April 2011 and the Scheme Document.

Enquiries:

smartFOCUS [phone]

Curt Bloom, Interim Chief Executive Officer

Neil Thomas, Chief Financial Officer

Arbuthnot [phone]

Tom Griffiths

Paul Gillam

Emailvision Holdings [phone]

Olivier Candau

Investec [phone]

Andrew Pinder

Junya Iwamoto

Buchanan Communications [phone]

Lisa Baderoon

Notices

Dealing disclosure requirements:

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

Market Purchases:

In accordance with normal UK market practice, Emailvision Holdings or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, smartFOCUS Shares outside the United States, other than pursuant to the Scheme, prior to the Effective Date. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK.

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 and on smartFOCUS' website at www.smartfocus.com.

This information is provided by RNS

The company news service from the London Stock Exchange

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