Results of Court Meeting & General Meeting

 

TIDMXPT TIDMAVI 
 
RNS Number : 7613J 
Xploite PLC 
06 April 2010 
 

Not for release, publication or distribution, in whole or in part, in, directly 
or indirectly, or into or from any jurisdiction where to do so would constitute 
a violation of the relevant laws of such jurisdiction 
 
  Recommended proposal for the acquisition of Xploite plc ("Xploite") by Avisen 
                                      plc 
("Avisen") to be implemented by means of a Scheme of Arrangement (the "Scheme") 
 
                  Results of Court Meeting and General Meeting 
 
Xploite is pleased to announce that, at the Court Meeting held earlier today, 
the Scheme was approved by the requisite majority and that, subsequently, the 
Special Resolutions to provide for the implementation of the Scheme were passed 
at the General Meeting. 
 
The number of Xploite Shares in issue at 6.00p.m on 4 April 2010 was 21,797,054. 
 
Result of Court Meeting 
 
At the Court Meeting, a majority in number of Scheme Shareholders who voted 
(either in person or by proxy), representing 99.97% by value, voted in favour of 
the resolution to approve the Scheme. The resolution proposed at the Court 
Meeting was decided on a poll. 
 
Details of the votes cast were as follows: 
 
+---------+-----------+------------+--------------+--------------+------------+ 
|         | Number    | Percentage | Number       | Percentage   | Number     | 
|         | of        | of Scheme  | of           | of Scheme    | of         | 
|         | Scheme    | Shares     | Scheme       | Shareholders | Scheme     | 
|         | Shares    | voted (%)  | Shareholders | voting (%)   | Shares     | 
|         | voted     |            | who voted    |              | voted      | 
|         |           |            |              |              | as a       | 
|         |           |            |              |              | percentage | 
|         |           |            |              |              | of the     | 
|         |           |            |              |              | total      | 
|         |           |            |              |              | number of  | 
|         |           |            |              |              | Scheme     | 
|         |           |            |              |              | Shares (%) | 
+---------+-----------+------------+--------------+--------------+------------+ 
|         |           |            |              |              |            | 
+---------+-----------+------------+--------------+--------------+------------+ 
| FOR     | 8,124,882 | 99.97      | 118          | 98.33        | 37.28      | 
+---------+-----------+------------+--------------+--------------+------------+ 
|         |           |            |              |              |            | 
+---------+-----------+------------+--------------+--------------+------------+ 
| AGAINST | 2,250     | 0.03       | 2            | 1.67         | 0.01       | 
+---------+-----------+------------+--------------+--------------+------------+ 
 
Accordingly, the resolution was duly passed on a poll vote. 
 
Result of General Meeting 
 
At the General Meeting, the Special Resolutions were passed by way of a poll 
vote. 
 
The proxy voting results for the Special Resolutions were as follows: 
 
+------------------+-------------------+--------------------+ 
|                  | Number of Xploite | Percentage of      | 
|                  | Shares voted      | Xploite Shares     | 
|                  |                   | voted (%)          | 
+------------------+-------------------+--------------------+ 
|                  |                   |                    | 
+------------------+-------------------+--------------------+ 
| FOR              | 8,053,401         | 99.97              | 
+------------------+-------------------+--------------------+ 
|                  |                   |                    | 
+------------------+-------------------+--------------------+ 
| AGAINST          | 2,250             | 0.03               | 
+------------------+-------------------+--------------------+ 
|                  |                   |                    | 
+------------------+-------------------+--------------------+ 
| VOTE WITHHELD    | 125               | -                  | 
+------------------+-------------------+--------------------+ 
Next Steps 
 
Completion of the Scheme remains subject to the satisfaction or, if permitted, 
waiver of the remaining conditions of the Scheme set out in the Scheme Document 
dated 12 March 2010 (the "Scheme Document") including, inter alia, the sanction 
of the Scheme by the Court and the Capital Reduction. The Court Hearings to 
sanction the Scheme and confirm the Capital Reduction are expected to take place 
on 23 April 2010 and 27 April 2010 respectively.  It is expected that the last 
day for dealings in Xploite Shares will be 22 April 2010 and that the Scheme 
will become effective on 27 April 2010.  If the Scheme becomes effective on 27 
April 2010, it is expected that the admission to trading on AIM of the Xploite 
Shares will be cancelled at 7.00 a.m. on 28 April 2010 or shortly thereafter. 
 
The dates stated above are indicative only and will depend, among other things, 
on the date upon which the Court sanctions the Scheme and confirms the 
associated Capital Reduction and the date on which the conditions set out in the 
Scheme Document are satisfied or (if capable of waiver) waived. If any of the 
expected dates change, Xploite will, unless the Panel otherwise directs, give 
notice of the change by issuing an announcement through a Regulatory Information 
Service. 
 
Terms defined in the Scheme Document have the same meaning in this announcement, 
save where the context otherwise requires. 
 
In accordance with Rule 19.11 of the City Code, a copy of this announcement and 
the Scheme Document will be published on Xploite's website at www.xploite.co.uk 
and Avisen's website at www.avisenplc.com. 
 
For further information please contact: 
 
+-------------------------------------------+-----------------+ 
| Xploite plc                               | 0870 737 2001   | 
+-------------------------------------------+-----------------+ 
| Ian Smith (Chief Executive Officer)       |                 | 
+-------------------------------------------+-----------------+ 
| Robert Arrowsmith (Chief Financial        |                 | 
| Officer)                                  |                 | 
+-------------------------------------------+-----------------+ 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Brewin Dolphin Investment Banking         | 0845 213 1000   | 
| (financial adviser to Xploite)            |                 | 
+-------------------------------------------+-----------------+ 
| Matt Davis                                |                 | 
+-------------------------------------------+-----------------+ 
| Neil McDonald                             |                 | 
+-------------------------------------------+-----------------+ 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Hansard Communications (PR adviser to     | 020 7245 1100   | 
| Xploite)                                  |                 | 
+-------------------------------------------+-----------------+ 
| Justine James                             |                 | 
+-------------------------------------------+-----------------+ 
| Adam Reynolds                             |                 | 
+-------------------------------------------+-----------------+ 
 
Dealing Disclosure Requirements 
 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in one per cent. or more of any class of 
"relevant securities" of Xploite or Avisen, all "dealings" in any "relevant 
securities" of that company (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 the Scheme becomes Effective, (or, if implemented by way of an 
offer, the offer becomes, or is declared, unconditional as to acceptances, 
lapses) or otherwise lapses or is 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 Xploite or Avisen, 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 Code, all "dealings" in "relevant 
securities" of Xploite or Avisen by Avisen or Xploite, 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 Takeover Panel's 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 quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to 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 
   END 
 
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