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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Wogen | LSE:WGN | London | Ordinary Share | GB00B0LMC209 | ORD 5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 39.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMWGN RNS Number : 0977Z Wogen PLC 15 September 2009 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 | Scheme | | | Shareholders | Shareholders | Shares | Shares | | | | | voted | voted | | | voting | voting | | | +---------+--------------+--------------+-------------+--------+ | For | 10,286,996 | 90.25 | 53 | 68.83 | +---------+--------------+--------------+-------------+--------+ | Against | 1,111,404 | 9.75 | 24 | 31.17 | +---------+--------------+--------------+-------------+--------+ 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 | 27,285,421 | 100.00 | 11 | 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 +44 (0)20 7050 | | Simon Bridges | 6500 | | Henry Fitzgerald-O'Connor | | +-------------------------------------------------+------------------------+ | Corfin Communications (public relations adviser | Tel +44 (0)20 7977 | | to Wogen) | 0026 | | Harry Chathli | | +-------------------------------------------------+------------------------+ | Wogen Plc | Tel: 44 (0)20 7222 | | Michael Hutchinson | 2171 | +-------------------------------------------------+------------------------+ | Citroen Wells (financial adviser to Sanctuary) | Tel:44 (0)20 7304 2000 | | Eric Charles | | +-------------------------------------------------+------------------------+ | Sanctuary Partners Limited | Tel: 44 (0)20 7222 | | 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 ROMDGGMLFKVGLZM
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