Completion of Tender Offer

 

TIDMSFT 
 
RNS Number : 2110X 
Sinosoft Technology plc 
01 December 2010 
 

                            SINOSOFT TECHNOLOGY PLC 
                          ("Sinosoft" or "the Company") 
 
COMPLETION OF TENDER OFFER 
 
1.         Background to Tender Offer 
 
On 1 October 2010 the Company posted a circular to shareholders (the "Circular") 
regarding a tender offer (the "Tender Offer") for the Company's Ordinary Shares, 
the cancellation of admission of the Ordinary Shares to trading on AIM 
("De-listing") and other related matters, including a capital reduction 
("Capital Reduction") and amendment of the articles of association of the 
Company ("Articles"). 
 
The Circular contained full details of the Tender Offer and included a notice of 
a general meeting convened to authorise the Company's purchase of its Ordinary 
Shares under the Tender Offer, the De-listing, the Capital Reduction and the 
amendment of the Articles ("General Meeting").  Defined terms in the Circular 
have the same meanings in this announcement. 
 
On 9 November 2010, the Board of the Company announced that, at the General 
Meeting held on that date, all four special resolutions set out in the notice of 
general meeting were duly passed by shareholders. 
 
 
2.         Capital Reduction 
The Board of the Company announces that today the Capital Reduction has been 
approved by the High Court and the confirmatory order made by the Court has been 
registered by the Registrar of Companies. 
 
3.         Completion of Tender Offer 
 
Accordingly the Tender Offer and the Purchase Contract approved at the General 
Meeting have become unconditional and the Company has today: 
 
·      unconditionally accepted valid tenders received under the Tender Offer; 
and 
·      completed the Purchase Contract and purchased and cancelled the 
successfully tendered Ordinary Shares, being a total of 44,222,034 Ordinary 
Shares (representing approximately 26.7% of the issued share capital of the 
Company). 
The 44,222,034 Ordinary Shares that have been purchased and cancelled will not 
be available for re-issue.  The Company's issued share capital has been 
decreased accordingly as a result of such cancellation. 
The purchase of 44,222,034 Ordinary Shares will result in approximately 
GBP3,537,762.72 of cash being returned to the Company's shareholders. 
 
CREST accounts will be credited with the Tender Offer proceeds, and cheques for 
payment for Ordinary Shares in certificated form purchased pursuant to the 
Tender Offer will be dispatched, by 2 December 2010, in accordance with the 
Tender Offer terms. 
 
As announced via RNS, trading in the Ordinary Shares has been suspended as from 
7.30 a.m. on the date of this announcement and cancellation of the admission of 
the Ordinary Shares to trading on AIM is to take place on 3 December 2010. 
 
Following the cancellation of admission to listing, the CREST facility will be 
withdrawn and Ordinary Shares will be held in certificated form.  Share 
certificates will be sent to those shareholders formerly holding their shares in 
CREST, together with any balance certificates resulting from partial acceptances 
under the Tender Offer, within 7 days of withdrawal of the CREST facility. 
 
 
TIMETABLE OF CURRENT AND EXPECTED FURTHER EVENTS 
 
+----------------------------------------+----------------------------+ 
|                                        |                       2010 | 
+----------------------------------------+----------------------------+ 
| Suspension of trading on AIM of        | from 7.30 a.m. on 1        | 
| Ordinary Shares                        | December                   | 
+----------------------------------------+----------------------------+ 
| Effective Date for Capital Reduction   |                            | 
| and                                    |                            | 
+----------------------------------------+----------------------------+ 
| purchase of Tender Offer Shares under  | 1 December                 | 
| the Tender Offer                       |                            | 
+----------------------------------------+----------------------------+ 
| CREST Accounts credited and            |                            | 
+----------------------------------------+----------------------------+ 
| dispatch of cheques for Tender Offer   | 2 December                 | 
| proceeds                               |                            | 
+----------------------------------------+----------------------------+ 
| Cancellation of admission of Ordinary  | from 7.00 a.m. on 3        | 
| Shares to AIM                          | December                   | 
+----------------------------------------+----------------------------+ 
| CREST facilities for Ordinary Shares   | On 3 December              | 
| cancelled                              |                            | 
+----------------------------------------+----------------------------+ 
 
If any of the above times and/or dates change, the revised times and/or dates 
will be notified to Shareholders by announcement through a Regulatory 
Information Service of the London Stock Exchange. 
 
All references to times in this announcement are to London (UK) time unless 
otherwise stated. 
 
 
For further information please contact: 
 
+--------------------+--------------------+--------------------------------+ 
| Sinosoft           | Mr. Yifa Yu        |               [phone] | 
| Technology plc     |                    | [e-mail] | 
+--------------------+--------------------+--------------------------------+ 
| Westhouse          | Tim Metcalfe /     |                  020 7601 6100 | 
| Securities         | Richard Baty       |                                | 
|                    |                    |                                | 
+--------------------+--------------------+--------------------------------+ 
| Tavistock          | Simon Compton      |                  020 7920 3150 | 
| Communications     |                    |                                | 
+--------------------+--------------------+--------------------------------+ 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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