Zetar PLC Result of Meeting (8090Q)

TIDMZTR

RNS Number : 8090Q

Zetar PLC

09 November 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 
                    9 November 2012 
   Press Release 
 

Recommended cash offer

for

Zetar Plc

("Zetar")

by

Zertus UK Holding Limited

("Zertus UK")

a wholly-owned subsidiary of Zertus GmbH ("Zertus")

Results of the Court Meeting and General Meeting

On 5 October 2012, the board of Zertus UK and the independent directors of Zetar announced that they had agreed the terms of a recommended cash offer pursuant to which Zertus UK would acquire the entire issued and to be issued share capital of Zetar. It was intended that the Offer would be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 ("Scheme"). A circular containing, amongst other things, notices of the Court Meeting and the General Meeting, details of the Scheme and the terms and conditions of the Offer was posted to Zetar Shareholders on 17 October 2012 ("Scheme Document"). Unless otherwise defined, all capitalised terms shall have the same meaning as in the Scheme Document.

The Directors of Zetar are pleased to announce that the resolution relating to the approval of the Scheme was today passed by the requisite majority at the Court Meeting and the special resolution to implement the Scheme and the ordinary resolution to approve the Management Arrangements were also passed by the requisite majorities at the subsequent General Meeting.

Court Meeting

At the Court Meeting, the resolution to approve the Scheme was approved on a poll by a majority in number of Independent Shareholders who voted (either in person or by proxy), representing 98.98 per cent. in value of the Scheme Shares held by Independent Shareholders who so voted. Details of the votes cast were as follows:

 
            Number of Independent   Number of         Percentage of 
             Shareholders            votes cast        eligible Scheme 
             casting votes           by Independent    Shares voted 
                                     Shareholders 
---------  ----------------------  ----------------  ----------------- 
                                       6,065,409 
 FOR             68 (98.55%)            (99.98%)           53.78% 
---------  ----------------------  ----------------  ----------------- 
 AGAINST          1 (1.45%)          1,461 (0.02%)         0.01% 
---------  ----------------------  ----------------  ----------------- 
 

Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.

General Meeting

At the General Meeting, the special resolution to approve the Scheme and provide for its implementation was duly passed on a show of hands and was supported by the following proxy votes cast before the meeting::

 
                Number of     Percentage of 
                  Zetar           Zetar 
               Shares voted    Shares voted 
                                   (%) 
-----------  --------------  -------------- 
 FOR           7,773,548**        99.98 
-----------  --------------  -------------- 
 AGAINST          1,461           0.02 
-----------  --------------  -------------- 
 WITHHELD*          0               0 
-----------  --------------  -------------- 
 

*A vote 'withheld' is not a vote in law and is not counted in the calculations of votes 'FOR' or 'AGAINST' a resolution.

** Any proxy appointments which gave discretion to the Chairman have been included in the shares voted "FOR" total.

At the General Meeting, the ordinary resolution to approve the Management Arrangements was duly passed on a poll. Details of the votes cast (either in person or by proxy) were as follows:

 
              Number of votes        Percentage of Zetar 
               cast by Independent    Shares held by Independent 
               Shareholders           Shareholders voted 
-----------  ---------------------  ---------------------------- 
 FOR               5,908,964                    100% 
-----------  ---------------------  ---------------------------- 
 AGAINST               0                         0% 
-----------  ---------------------  ---------------------------- 
 WITHHELD*             0                         0% 
-----------  ---------------------  ---------------------------- 
 

*A vote 'withheld' is not a vote in law and is not counted in the calculations of votes 'FOR' or 'AGAINST' a resolution.

Next Steps

Implementation of the Scheme remains subject to the satisfaction of the remaining conditions set out in Part III of the Scheme Document, including the sanction of the Scheme by the Court. The Scheme Sanction Hearing is expected to take place on 27 November 2012. It is expected that dealings in Zetar Shares will be suspended at 7.30 a.m. on 28 November 2012 and the Scheme will become effective on 30 November 2012.

The dates stated above are indicative only. If any of the expected dates change, Zetar will give notice of the change by issuing an announcement through a Regulatory Information Service (as defined in the Code).

- Ends -

For further information:

 
 Zetar                                    Tel: +44 7970 
                                           148016 
 David Williams 
 
 Canaccord Genuity Hawkpoint (financial   Tel: +44 207 
  adviser to Zetar)                        665 4500 
 Chris Robinson/William Bain 
 
 Liberum Capital (nominated adviser       Tel: +44 203 
  and broker to Zetar)                     100 2000 
 Simon Atkinson 
 
 FTI Consulting (PR adviser to            Tel: +44 207 
  Zetar)                                   831 3113 
 Jonathon Brill/Georgina Goodhew 
 
 Zertus UK                                Tel: +49 40 
                                           44 194 194 
 Jörn Riemer/Harry Asmus/Andreas 
  Romankiewicz 
 
 Spayne Lindsay (financial adviser        Tel: +44 207 
  to Zertus and Zertus UK)                 808 3240 
 

Tom Lindsay/Richard O'Donnell

Canaccord Genuity Hawkpoint, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Zetar Plc and is acting for no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Zetar Plc for providing the protections afforded to clients of Canaccord Genuity Hawkpoint nor for providing advice in relation to the Offer or any matter referred to herein.

Spayne Lindsay, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Zertus UK and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Zertus UK for providing the protections afforded to clients of Spayne Lindsay nor for providing advice in relation to the Offer or any matter referred to herein.

Liberum, which is authorised and regulated in England and Wales, is acting as nominated adviser to Zetar under the AIM Rules and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than Zetar for providing the protections afforded to clients of Liberum nor for providing advice in relation to the Acquisition or this announcement or any matter referred to herein.

A copy of this announcement will be made available free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Zetar's website (www.zetarplc.com/investors) and Zertus's website (www.zertus.de/zetar) by no later than 12 noon (London time) on the Business Day following the date of this announcement until the end of the Offer Period.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

You will not be sent a hard copy of this announcement unless you request one. You may request a hard copy of this announcement, free of charge, by contacting Spayne Lindsay at 15 John Adam Street, London WC2N 6LU ([phone]).

Dealing Disclosure Requirements under the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an "Opening Position Disclosure" following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a "Dealing Disclosure".

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of the offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Terms in quotation marks are defined in the Takeover 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 of the Takeover Code, you should contact an independent financial adviser authorised by the FSA under FSMA or consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

END

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