Scheme of arrangement

    RNS Number : 8117W
  Tinopolis PLC
  16 June 2008
   

    FOR IMMEDIATE RELEASE

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO


    16 June 2008

    Tinopolis PLC ("Tinopolis")
    Result of Court Meeting and General Meeting

    On 23 May 2008, a scheme document in relation to the proposed acquisition by Red Dragon Acquisitions Limited ("Bidco"), a company formed
and controlled by investment partnerships advised by Vitruvian Partners LLP, of the entire issued and to be issued share capital of
Tinopolis by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Acquisition") was posted to, amongst others,
Tinopolis Shareholders.

    The Court Meeting and General Meeting took place today in accordance with the notices of the Court Meeting and General Meeting set out
in the Scheme Document.

    The board of Tinopolis is pleased to announce that at the Court Meeting, Scheme Shareholders voted to approve the Scheme. At the General
Meeting, Tinopolis Shareholders voted in favour of the Special Resolution and the Ordinary Resolution proposed in the notice of the General
Meeting, and set out in full in the Scheme Document.

    The results of the votes are as follows:


    COURT MEETING

    The resolution to approve the Scheme was passed as follows:

          Number of votes (in   % of vote  Number of holders of   % of issued Scheme
          person and by proxy)                Scheme Shares             Shares
 For           58,344,499         99.87            101                  95.28
 Against         75,058           0.13              5                    4.72
 Abstain           0                -               0                     -


    GENERAL MEETING

    The Special Resolution to approve the Scheme was passed unanimously on a show of hands.

    The Ordinary Resolution to approve the Management Arrangements was passed with voting on a poll. The results of the poll on the Ordinary
Resolution were:

          Number of votes  % of vote
          (in person and
             by proxy)
 For        58.347,931       99.85
 Against      87,168         0.15
 Abstain         0             0

    The Acquisition remains subject to certain conditions which are set out in Part III of the Scheme Document, including the sanction of
the Scheme by the Court. It is anticipated that the hearing by the Court to sanction the Scheme will be held on 7 July 2008 and that the
hearing by the Court to confirm the Reduction of Capital comprised in the Scheme is expected to be held on 9 July 2008. The Effective Date
of the Scheme is expected to be 10 July 2008.

    Copies of the resolutions passed at the Court Meeting and the General Meeting have been
    submitted to the UK Listing Authority and will shortly be available for inspection by the public during normal business hours on any
weekday (except public holidays) at the UK Listing Authority's Document Viewing Facility which is situated at: The Financial Services
Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS.

    Capitalised terms used have the same meaning as set out in the Scheme Document dated 23 May 2008


    ENQUIRIES: 

    Tinopolis                Tel: [phone]
    Ron Jones
    Arwel Rees

    Investec                Tel: [phone]
    Martin Smith
    Alex Thomas


    KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the Financial Services Authority for investment
business activities, is acting for Bidco as financial adviser in relation to the potential Acquisition and is not acting for any other
person in relation to the potential Acquisition. KPMG Corporate Finance will not be responsible to anyone other than Bidco for providing the
protections afforded to its clients or for providing advice in relation to the contents of this announcement or any offer or arrangements
referred to herein.

    Investec which is authorised and regulated by the Financial Services Authority is acting exclusively for Tinopolis and no-one else as
financial adviser in relation to the potential Acquisition. Investec will not be responsible to anyone other than Tinopolis for providing
the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any offer or
arrangements referred to herein.

    The availability of the Acquisition or the distribution of this announcement to persons who are not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements. Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction.

    The Acquisition will not be made available, directly or indirectly, in or into the United States or by use of the mails of, or by any
means or instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state or
foreign commerce of, or any facility of, a national, state or other securities exchange of, the United States, nor will it be made available
directly or indirectly in or into Canada, Australia or Japan and no person may vote in favour of the Acquisition by any such use, means,
instrumentality or facility or from within the United States, Canada, Australia or Japan or any other such jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement, the Scheme Document and the
Forms of Proxy are not being, will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United
States, Canada, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving this press announcement,
the Scheme Document and the Forms of Proxy (including without limitation custodians, nominees and trustees) must not mail, forward,
distribute or send them in, into or from the United States, Canada, Australia or Japan or any other such jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction

    The Acquisition will be subject to the applicable rules and regulations of the London Stock Exchange and the City Code. 

    Cautionary note regarding forward looking statements

    This document contains certain forward-looking statements with respect to the financial condition, results of operations and business of
Tinopolis, the Acquisition and/or certain plans and objectives of the boards of Tinopolis and Bidco with respect thereto. These
forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may",
"should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by the boards
of Tinopolis and Bidco in light of their experience and their perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because
they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments
to differ materially from those expressed in or implied by such forward-looking statements. Although Tinopolis and Bidco believe that the
expectations reflected in such forward-looking statements are reasonable, Tinopolis and Bidco can give no assurance that such expectations
will prove to have been correct and Tinopolis and Bidco therefore caution you not to place undue reliance on these forward-looking
statements which speak only as at the date of this document.  

    Dealing disclosure requirements

    Under the provisions of Rule 8.3 of the City Code if any person is, or becomes, ''interested'' (directly or indirectly) in one per cent.
or more of any class of ''relevant securities'' of Tinopolis, all ''dealings'' in any ''relevant securities'' of Tinopolis (including by
means of an option in respect of, or a derivative referenced to, any such ''relevant securities'') must be publicly disclosed by no later
than 3.30 p.m. (London time) on the business day following the date of the relevant transaction. This requirement will continue until the
date on which an offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the ''offer
period'' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to
acquire an ''interest'' in ''relevant securities'' of Tinopolis, they will be deemed to be a single person for the purpose of Rule 8.3.

    Under the provisions of Rule 8.1 of the City Code, all ''dealings'' in ''relevant securities'' of Tinopolis by Bidco, or by any of their
respective ''associates'', must be disclosed by no later than 12.00 noon (London time) on the business day following the date of the
relevant transaction. A disclosure table, giving details of the companies in whose ''relevant securities'' ''dealings'' should be disclosed,
and the number of such securities in issue, can be found on the Panel website at www.thetakeoverpanel.org.uk.

    ''Interests in securities'' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an ''interest'' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.

    Terms in quotations marks are defined in the City Code, which can also be found on the Panel's website at www.thetakeoverpanel.org.uk.
If you are in any doubt as to the application of Rule 8 to you or whether or not you are required to disclose a ''dealing'' under Rule 8,
you should consult the Panel.

This information is provided by RNS
The company news service from the London Stock Exchange
 
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