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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Zetex | LSE:ZTX | London | Ordinary Share | GB0008812496 | 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% | 85.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number : 2534U Zetex Plc 12 May 2008 Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. 12 May 2008 Zetex PLC ("ZETEX") RECOMMENDED proposal for the cash acquisition OF ZETEX Results of Court Meeting and Extraordinary General Meeting On 4 April 2008, the boards of Zetex and Diodes Incorporated ("Diodes") announced the terms of a recommended cash offer by Diodes Holdings UK Limited (a wholly owned subsidiary of Diodes), ("Bidco") of 85.45 pence per share for the entire issued and to be issued ordinary share capital of Zetex (the "Recommended Proposal") to be effected by way of a scheme of arrangement pursuant to section 895 of the Companies Act 2006 (the "Scheme"). On 18 April 2008, the board of Zetex announced the posting of the scheme document (the "Scheme Document"), containing full details of the Recommended Proposal and the Scheme. Terms defined in this announcement have the same meanings as in the Scheme Document. Today, the board of Zetex is pleased to announce that, at the meeting of Scheme Shareholders convened by the Court, held today at 4.30 p.m. (the "Court Meeting"), a majority of Scheme Shareholders present and voting (either in person or by proxy), representing not less than 75 per cent. in value of the Scheme Shares, voted in favour of the resolution to approve the Scheme. The result of the vote was as follows: Resolution to approve the Scheme Number of Scheme Shares FOR: 85,130,630, representing 99.97% of the Scheme Shares voted; and 81.62% of the issued ordinary share capital* AGAINST: 22,785, representing 0.03% of the Scheme Shares voted; and 0.02% of the issued ordinary share capital* Number of Scheme Shareholders FOR: 203, representing 94.86% of voting Scheme Shareholders AGAINST: 11, representing 5.14% of voting Scheme Shareholders Subsequently, at the extraordinary general meeting of the Company (the "Extraordinary General Meeting"), held today at 5.00 p.m., the special resolutions required to implement the Scheme were also passed by the requisite majorities. The result of the votes were as follows: 1. Special resolution to authorise Zetex's directors to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect Number of ordinary shares voted The resolution was passed on a show of hands. FOR: 50,637,462, representing 99.97% of the Scheme Shares voted; and 48.55% of the issued ordinary share capital* AGAINST: 15,429, representing 0.03% of the Scheme Shares voted; and 0.01% of the issued ordinary share capital* WITHHELD: 7,106, representing 0.01% of the issued ordinary share capital* 2. Special resolution for the purpose of giving effect to the Scheme Number of Scheme Shares voted The resolution was passed on a show of hands. FOR: 50,639,212, representing 99.97% of the Scheme Shares voted; and 48.55% of the issued ordinary share capital* AGAINST: 15,429, representing 0.03% of the Scheme Shares voted; and 0.01% of the issued ordinary share capital* WITHHELD: 5,356, representing 0.01% of the issued ordinary share capital* 3. Special resolution to approve the amendments to the Article of Association of Zetex Number of Scheme Shares voted The resolution was passed on a show of hands. FOR: 50,639,412, representing 99.97% of the Scheme Shares voted; and 48.55% of the issued ordinary share capital* AGAINST: 15,229, representing 0.03% of the Scheme Shares voted; and 0.01% of the issued ordinary share capital* WITHHELD: 5,356, representing 0.01% of the issued ordinary share capital* * Excluding any Ordinary Shares held by Diodes, the trustees of Telemetrix Employees Share Ownership Plan Trust or held in treasury by Zetex. Zetex has submitted two copies of all the resolutions passed at the Court Meeting and the Extraordinary General Meeting to the Financial Services Authority (in its capacity as UK Listing Authority), as required under 9.6.2 R of the Listing Rules. These will shortly be available for inspection 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. Completion of the Scheme remains subject to the satisfaction or, if permitted, waiver, of the Conditions set out in the Scheme Document, including, inter alia, the approval of the Scheme by the Court and confirmation of the related Reduction of Capital by the Court. The Court hearing to sanction the Scheme is expected to take place on 4 June 2008 and the Court hearing to confirm the Reduction of Capital is expected to take place on 6 June 2008, in each case as set out in the Scheme Document, with the Scheme expected to become effective on 9 June 2008. These times and dates are indicative only and if this timetable changes, a further announcement will be made. As stated in the Scheme Document, Zetex expects shortly to apply to the UK Listing Authority for cancellation of the listing of Zetex Shares on the Official List. It is anticipated that the last day of dealings in Zetex Shares will be 5 June 2008, that dealings in Zetex Shares on the London Stock Exchange will be suspended at 8.00 a.m. (London time) on 6 June 2008 and that cancellation of their admission to trading on the London Stock Exchange will take effect at 8.00 a.m. (London time) on 9 June 2008. Enquiries: Zetex plc Tel: +44 (0)161 622 4444 Liz Airey, Chairman Hans Rohrer, Chief Executive Officer NM Rothschild & Sons Limited ("Rothschild") Tel: +44 (0)161 827 3800 (financial adviser to Zetex plc) Andrew Thomas James Gaskell Citigate Dewe Rogerson (PR advisers to Zetex) Tel: +44 (0)20 7638 9571 Toby Mountford Justin Griffiths Diodes Incorporated Dr Keh-Shew Lu Tel: +1 972 385 2810 Carl Wertz Tel: +1 805 446 4800 UBS Investment Bank (financial adviser to Bidco Tel: +1 310 556 6700 and Diodes Incorporated) Gavin Domm Tel: +1 310 556 6700 Gavin Slader Tel: +1 310 556 6700 Craig Calvert Tel: +44 (0) 20 7567 8000 Shelton Group (IR adviser to Diodes) Tel: +1 949 224 3874 Leanne Sievers The Directors of Zetex accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. This announcement is not intended to, and does not constitute or form any part of, an offer or invitation to sell or subscribe for or purchase any securities or solicitation of any vote or approval in any jurisdiction pursuant to the Recommended Proposal or 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 other than 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 on Takeovers and Mergers 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 the UK. Rothschild is regulated in the UK by the Financial Services Authority and is acting exclusively for Zetex in connection with the Recommended Proposal and no-one else and will not be responsible to anyone other than Zetex for providing the protections afforded to its clients or for providing advice in relation to the Recommended Proposal or any other matters referred to in this announcement. UBS Limited and UBS Securities LLC (together, "UBS") are acting exclusively for Diodes and Bidco and no-one else in connection with the Recommended Proposal and will not be responsible to anyone other than Diodes and Bidco for providing the protections afforded to clients of UBS or for providing advice in relation to the Recommended Proposal or any matter referred to in this announcement. Rule 8 Dealing disclosure requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Zetex, all "dealings" in any "relevant securities" of Zetex (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 London Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Acquisition and/or Scheme becomes effective, 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 Zetex, 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 Zetex by Diodes, Bidco or Zetex, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London 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'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 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 MSCGUUBUAUPRGMP
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