Replacement - Result of Court and General Meetings

 

TIDMWGN 
 
RNS Number : 1131Z 
Wogen PLC 
15 September 2009 
 

The following announcement replaces the Result of the First Court Meeting, 
Second Court Meeting and General Meeting announcement released at 14:48 under 
RNS Number : 0977Z 
 
 
Certain details within the tables regarding the results of the First Court 
Meeting and Second Court Meeting were incorrectly transposed. 
 
 
The full amended release appears below. 
 
 
 
 
Not for release, publication or distribution, in whole or in part, in or into or 
from any jurisdiction where to do so would constitute a violation of the 
relevant laws of such jurisdiction. 
 
 
Wogen Plc ("Wogen" or the "Company") 
 
 
Result of the First Court Meeting, Second Court Meeting and General Meeting 
 
 
On 28 July 2009, the Company announced a recommended cash offer by Sanctuary 
Partners Limited for the entire issued and to be issued share capital of 
the Company (the 'Proposal'), to be implemented by scheme of arrangement. The 
Scheme Document, containing the terms and conditions of the Scheme and 
further information on the Proposal, was posted to Wogen Shareholders on 18 
August 2009. Unless otherwise stated, defined terms used in this announcement 
shall have the same meaning as those used in the Scheme Document. 
 
 
The Company is pleased to announce that at the First Court Meeting held earlier 
today to approve the Scheme, the resolution approving the Scheme was passed by 
the requisite majority on a poll. 
 
 
The votes cast by Independent Shareholders, either in person or by proxy, at the 
First Court Meeting were as follows: 
 
 
+---------+--------------+--------------+-------------+-------------+ 
|         | No. of       | % of         | No. of      | %. of       | 
|         | Independent  | Independent  | Independent | Independent | 
|         | Shareholders | Shareholders | Shares      | Shares      | 
|         |              |              | voted       | voted       | 
|         | voting       | voting       |             |             | 
+---------+--------------+--------------+-------------+-------------+ 
| For     | 53           | 68.83        | 10,286,996  | 90.25       | 
+---------+--------------+--------------+-------------+-------------+ 
| Against | 24           | 31.17        | 1,111,404   | 9.75        | 
+---------+--------------+--------------+-------------+-------------+ 
 
 
At the Second Court Meeting (held immediately after the First Court Meeting), 
the resolution approving the Scheme was passed by the requisite majority on a 
poll. 
 
 
The votes cast by Wogen Management Shareholders, either in person or by proxy, 
at the Second Court Meeting were as follows: 
 
 
+---------+--------------+--------------+------------+------------+ 
|         | No. of       | % of         | No. of     | %. of      | 
|         | Wogen        | Wogen        | Wogen      | Wogen      | 
|         | Management   | Management   | Management | Management | 
|         |              |              |            |            | 
|         | Shareholders | Shareholders | Shares     | Shares     | 
|         |              |              | voted      | voted      | 
|         | voting       | voting       |            |            | 
+---------+--------------+--------------+------------+------------+ 
| For     | 11           | 100.00       | 27,285,421 | 100.00     | 
+---------+--------------+--------------+------------+------------+ 
| Against | 0            | 0.00         | 0          | 0.00       | 
+---------+--------------+--------------+------------+------------+ 
 
 
 
 
Following the First Court Meeting and the Second Court Meeting, the General 
Meeting was held to consider resolutions (i) for the purpose of giving effect to 
the Scheme, and, inter alia, approving the reclassification, reduction and 
subsequent increase in the share capital, paying up new shares and approving 
certain changes to the Articles; and (ii) to approve the Securities Offer being 
made to Wogen Management Shareholders pursuant to Rule 16 of the Code. 
 
 
The Company is pleased to announce that both resolutions were passed on a poll 
at the General Meeting. 
 
 
+------------+------------+--------+-----------+--------+ 
|            | Eligible   | % of   | Eligible  | % of   | 
|            | shares     | Vote   | shares    | Vote   | 
|            | for        |        | against   |        | 
|            |            |        |           |        | 
+------------+------------+--------+-----------+--------+ 
| Resolution | 36,805,217 | 94.93  | 1,966,963 | 5.07   | 
| 1          |            |        |           |        | 
+------------+------------+--------+-----------+--------+ 
| Resolution | 8,503,661  | 81.21  | 1,966,963 | 18.79  | 
| 2          |            |        |           |        | 
+------------+------------+--------+-----------+--------+ 
 
 
 
 
Completion of the Proposal remains subject to the satisfaction or (if capable of 
waiver) waiver of the remaining Conditions as set out in Appendix I to 
the Scheme Circular, including the Court Hearing to sanction the Scheme, which 
is expected to take place on 29 September 2009, and the Court Hearing to confirm 
the Capital Reduction, which is expected to take place on 01 October 2009. The 
Scheme Effective Date is expected to be 02 October 2009. 
 
 
The last day of dealings in, and registration of transfers of, Wogen Shares is 
expected to be 28 September 2009. 
 
 
Enquiries 
 
 
+-------------------------------------------------+------------------------+ 
| Canaccord Adams (financial advisers to Wogen)   | Tel [phone]     | 
|  Simon Bridges                                  | 6500                   | 
|  Henry Fitzgerald-O'Connor                      |                        | 
+-------------------------------------------------+------------------------+ 
| Corfin Communications (public relations adviser | Tel [phone]     | 
| to Wogen)                                       | 0026                   | 
|  Harry Chathli                                  |                        | 
+-------------------------------------------------+------------------------+ 
| Wogen Plc                                       | Tel: [phone]     | 
| Michael Hutchinson                              | 2171                   | 
+-------------------------------------------------+------------------------+ 
| Citroen Wells (financial adviser to Sanctuary)  | Tel:[phone] | 
| Eric Charles                                    |                        | 
+-------------------------------------------------+------------------------+ 
| Sanctuary Partners Limited                      | Tel: [phone]     | 
| Neil Poulter                                    | 2171                   | 
|                                                 |                        | 
+-------------------------------------------------+------------------------+ 
 
 
Citroen Wells, chartered accountants, are acting exclusively for Sanctuary and 
no one else in relation to the Proposal and/or the Scheme and will not be 
responsible to anyone other than Sanctuary for providing the protections 
afforded to clients of Citroen Wells or for providing advice in relation to the 
Proposal, the Scheme or any matter or arrangement referred to in this 
announcement. 
 
 
Canaccord Adams, which is authorised and regulated by the Financial Services 
Authority, is acting exclusively for Wogen and no one else in relation to the 
Proposal and/or the Scheme and will not be responsible to anyone other than 
Wogen for providing the protections afforded to clients of Canaccord Adams or 
for providing advice in relation to the Proposal, the Scheme or any matter or 
arrangement referred to in this announcement. 
 
 
This announcement is not intended to, and does not, constitute or form part of 
any offer to sell or an invitation to purchase any securities or the 
solicitation of any vote or approval in any jurisdiction pursuant to the 
Proposal on otherwise. 
 
 
The distribution of this announcement in jurisdictions other than the UK may be 
restricted by law and therefore any persons who are subject to the laws of any 
jurisdiction outside the UK should inform themselves about, and observe any 
applicable requirements. This announcement has been prepared for the purpose of 
complying with English law and the City Code and the information disclosed may 
not be the same as that which would have been disclosed if this announcement had 
been prepared in accordance with the laws of jurisdictions outside England. 
 
 
Copies of this announcement are not being, and must not be, directly or 
indirectly, mailed or otherwise forwarded, distributed or sent in or into or 
from any Restricted Jurisdiction and persons receiving this announcement 
(including custodians, nominees and trustees) must not mail or otherwise 
forward, distribute or send it in or into or from any Restricted Jurisdiction 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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