Results of Tender Offer

 

TIDMSFT 
 
RNS Number : 9114U 
Sinosoft Technology plc 
25 October 2010 
 

                            SINOSOFT TECHNOLOGY PLC 
                          ("Sinosoft" or "the Company") 
 
                            RESULTS 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 and other 
related matters, including a capital reduction ("Capital Reduction"). 
 
The Circular contained full details of the Tender Offer and included a notice of 
a general meeting convened inter alia to authorise the Company's purchase of its 
Ordinary Shares under the Tender Offer ("General Meeting"). 
 
 
2.         Result of Tender Offer 
 
The Board of the Company announces that pursuant to the Tender Offer, which 
closed at 1p.m. on 22 October 2010, valid tenders for 44,222,034 Ordinary Shares 
were received and conditionally accepted by the Company, as detailed below.  The 
consideration for the Tender Offer is 8 pence per Ordinary Share. 
 
The Tender Offer remains conditional on the passing of Resolutions 1 to 3 
inclusive at the General Meeting convened for 11.00 a.m. on 9 November 2010 and 
the Capital Reduction becoming effective, and on certain other matters set out 
in the Circular (the 'Conditions').  A further announcement will be made after 
the General Meeting. 
 
Subject to the fulfillment of the Conditions: 
 
·      the purchase of successfully tendered Ordinary Shares is expected to be 
effected by the Company on 1 December 2010, following which those 44,222,034 
Ordinary Shares (representing approximately 26.7 per cent. of the existing 
issued share capital of the Company) will be cancelled and will not be available 
for re-issue; 
 
·      the purchase of 44,222,034 Ordinary Shares pursuant to the Tender Offer 
will result in approximately GBP3,537,762.72 of cash being returned to the 
Company's shareholders; and 
 
·      it is expected that CREST accounts will be credited with the Tender Offer 
proceeds and cheques for payment for Ordinary Shares purchased pursuant to the 
Tender Offer will be despatched by 2 December 2010. 
 
If the distributable reserves of the Company following completion of the Capital 
Reduction are for any reason insufficient to allow the Company to purchase 
legally the entire amount of Ordinary  Shares tendered, tenders will be scaled 
back pro rata as described in the Circular and the above arrangements for 
purchase and payment of the purchase price will be delayed by about seven days. 
 
3.         The General Meeting 
 
The General Meeting is being held at 11.00 a.m. on 9 November 2010 at the 
offices of Edwin Coe LLP, 2 Stone Buildings, Lincoln's Inn, London WC2A 3TH. 
 
Shareholders will have received with the Circular a Form of Proxy for use in 
connection with the General Meeting.  Holders of Ordinary Shares in 
uncertificated form may appoint a proxy via the CREST system as described in the 
notes to the notice of General Meeting at the end of the Circular.  Whether or 
not a Shareholder intends to be present at the General Meeting and whether or 
not a Shareholder has tendered any Ordinary Shares under the Tender Offer, 
Shareholders are asked to complete and return the Form of Proxy or give proxy 
instructions via the CREST system as soon as possible and, in any event, so as 
to be received by the Company's Registrars by not later than 11.00 a.m. on 7 
November 2010.  The completion and return of a Form of Proxy or appointment of a 
proxy through CREST will not preclude Shareholders from attending the General 
Meeting and voting in person should they wish to do so. 
 
4.         Suspension of Trading and Cancellation of Admission to AIM 
 
The Company intends to seek the suspension of the Company's shares from trading 
on AIM from 1 December 2010 until the Company's admission to trading of its 
Ordinary Shares on the AIM market has been cancelled on 3 December 2010, subject 
to shareholder approval being obtained for the cancellation. 
 
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
 
+----------------------------------------+----------------------+ 
|                                        | 2010                 | 
+----------------------------------------+----------------------+ 
| Tender Offer opens                     | 1 October            | 
+----------------------------------------+----------------------+ 
| Latest time for receipt of Tender      | by 1.00p.m. on 22    | 
| Forms for certificated shares          | October              | 
+----------------------------------------+----------------------+ 
| Latest time for receipt of TTE         | by 1.00p.m. on 22    | 
| Instructions for uncertificated shares | October              | 
+----------------------------------------+----------------------+ 
| Record Date for the Tender Offer       | 5.00p.m. on 22       | 
|                                        | October              | 
+----------------------------------------+----------------------+ 
| Announcement of results of the Tender  | 25 October           | 
| Offer                                  |                      | 
+----------------------------------------+----------------------+ 
| Purchase Contract available for        | from 25 October      | 
| inspection                             | until 9 November     | 
+----------------------------------------+----------------------+ 
| Latest time for receipt of Forms of    | 7 November at 11.00  | 
| Proxy                                  | a.m.                 | 
+----------------------------------------+----------------------+ 
| General Meeting                        | 9 November at 11.00  | 
|                                        | a.m.                 | 
+----------------------------------------+----------------------+ 
| Announcements of results of General    | 9 November           | 
| Meeting                                |                      | 
+----------------------------------------+----------------------+ 
| Expected suspension of trading on AIM  | from 8am on 1        | 
| of Ordinary Shares                     | December             | 
+----------------------------------------+----------------------+ 
| Court hearing to confirm Capital       | 1 December           | 
| Reduction and effective date for       |                      | 
| Capital Reduction                      |                      | 
+----------------------------------------+----------------------+ 
| Effective Date for Capital Reduction   | By 1 December        | 
+----------------------------------------+----------------------+ 
| Purchase of Tender Offer Shares under  | 1 December           | 
| the Tender Offer                       |                      | 
+----------------------------------------+----------------------+ 
| CREST Account credited with Tender     | 2 December           | 
| Offer proceeds                         |                      | 
+----------------------------------------+----------------------+ 
| Dispatch of cheques for Tender Offer   | 2 December           | 
| proceeds                               |                      | 
+----------------------------------------+----------------------+ 
| Ordinary Shares delisted from AIM      | By 3 December        | 
+----------------------------------------+----------------------+ 
| CREST facilities for Ordinary Shares   | By 3 December        | 
| cancelled                              |                      | 
+----------------------------------------+----------------------+ 
 
 
 
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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