7 Apr 2014 12:38
Sarossa Capital plc("Old Sarossa")
Result of Court Meeting and General Meeting
Sarossa Capital plc (LSE: SRC) announced on 20 March 2014 a proposal to change its corporate structure by putting in place a new Jersey incorporated holding company, Sarossa Plc ("New Sarossa"), by way of a scheme of arrangement (the "Scheme").
On 20 March 2014, Old Sarossa published and posted a circular (the "Scheme Document") to shareholders of Old Sarossa. The Scheme Document contained, amongst other things, the full terms and conditions of the Scheme and an explanatory statement in compliance with section 897 of the Companies Act 2006.
The Directors of Old Sarossa are pleased to announce that at the Court Meeting held earlier today to approve the Scheme, the resolution approving the Scheme was passed by the requisite majority. In addition, the special resolution proposed at the subsequent General Meeting was duly passed.
Court Meeting
At the Court Meeting, a poll was conducted on the resolution proposed and the results are detailed below:
Number of Scheme Shareholders who voted | Percentage of Scheme Shareholders who voted | Number of Scheme Shares voted | Percentage of Scheme Shares voted | Number of Scheme Shares voted as a percentage of Old Sarossa Ordinary Shares | |
For | 132 | 6.6% | 390,474,252 | 99.98 | 61.0 |
Against | 10 | 0.5% | 63,886 | 0.02 | 0.01 |
Total | 142 | 7.1% | 390,538,138 | 100.00 | 61.01 |
General Meeting
At the General Meeting Old Sarossa Shareholders passed the special resolution by the requisite majority on a show of hands. The proxy votes lodged in respect of the resolution are set out below.
Number of Old Sarossa Ordinary Shares voted | Percentage of Old Sarossa Ordinary Shares voted | |
For | 388,178,052 | 99.99 |
Against | 35,953 | 0.01 |
Total | 388,214,005 | 100.00 |
There were 27,000 votes withheld. A vote withheld is not a vote in law and accordingly is not counted in the calculation of the proportion of votes for and against the special resolution.
Next Steps
The hearing of the application by the Court to sanction the Scheme and the related Old Sarossa Reduction of Capital is expected to take place on 1 May 2014. Subject to the Court sanctioning the Scheme, it is expected that the Scheme will become effective on 2 May 2014.
Application has been made to the London Stock Exchange for the cancellation of admission of the Old Sarossa Ordinary Shares to trading on AIM, with effect from 7.00 a.m. on 2 May 2014. Application has also been made to the London Stock Exchange for the New Sarossa Shares to be admitted to trading on AIM with effect from 8.00 a.m. on 2 May 2014.
The expected timetable for implementation of the Scheme is as follows:
6.00 p.m. on 30 April 2014 | Scheme Record Time |
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1 May 2014 | Court Hearing to sanction the Scheme |
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1 May 2014 | Last day of dealings in Old Sarossa Ordinary Shares and for registration of transfers in Old Sarossa Ordinary Shares |
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2 May 2014 | Scheme Effective Date |
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8.00 a.m. on 2 May 2014 | Delisting of Old Sarossa Ordinary Shares, admission of New Sarossa Shares, crediting of New Sarossa Shares in uncertificated form to CREST accounts and commencement of dealings in New Sarossa Shares on AIM |
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Within 14 days of the Scheme Effective Date | Despatch of share certificates in respect of New Sarossa Shares in certificated form |
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| Notes to expected timetable:
All references to time in this announcement are to London time. The dates given are based on the Directors' expectations and may be subject to change. If the scheduled date of the Court Hearing is changed, then Old Sarossa will give adequate notice of the change by issuing an announcement through the Regulatory Information Service. All Old Sarossa Ordinary Shareholders have the right to attend the Court Hearing.
These times and dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme. | ||
Unless the context otherwise requires, terms defined in the Scheme Document have the same meaning in this announcement.
For further information:
Sarossa Capital plc
Mike Bretherton, Chairman 01481 738724
WH Ireland Limited (Nominated adviser)
Chris Fielding, Head of Corporate Finance 020 7220 1650
WH Ireland, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Old Sarossa and, following completion of the Proposals, New Sarossa, and no one else in connection with the Proposals and will not be responsible to any other person for providing the protections afforded to clients of WH Ireland nor for providing advice in relation to the matters referred to in this announcement.. Neither WH Ireland nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of WH Ireland in connection with the matters referred to in this announcement, any statement contained herein or otherwise.
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.