Result of EGM
05 4월 2008 - 2:31AM
UK Regulatory
RNS Number:7067R
Alltracel Pharmaceuticals Plc
04 April 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY RESTRICTED JURISDICTION
4 April 2008
Alltracel Pharmaceuticals plc ("Alltracel" or the "Company")
Result of Court Meetings and
Extraordinary General Meeting
On 22 February 2008, the Independent Board and the Board of Castlerise announced
that they had reached agreement on the terms of a recommended acquisition of
Alltracel by Castlerise, to be effected by way of a scheme of arrangement under
Section 201 of the Companies Act, 1963 of Ireland. Castlerise is a wholly owned
subsidiary of HemCon Medical Technologies, Inc. The Scheme Document which
contained, amongst other things, notices of the Court Meetings and the
Extraordinary General Meeting, details of the Scheme and terms of the
Acquisition, was posted to Alltracel Shareholders on 12 March 2008.
Alltracel announces that all of the resolutions approving the Scheme and the
Acquisition were duly passed at the Court Meetings and the Extraordinary General
Meeting held earlier today at Fitzpatrick's Castle Hotel, Killiney, Co. Dublin,
Ireland.
The anticipated timeline of the remaining principal events required to implement
the Scheme is as follows:
Intended date for Court Hearing (of the petition to sanction the 28 April 2008
Scheme):
Intended Scheme Record Time: 6.00 pm on 2 May 2008
Last day of trading of Alltracel Shares on AIM: 2 May 2008
Intended Effective Date of the Scheme: 6 May 2008
Dispatch of cheques/electronic settlements (as appropriate): No later than 20 May 2008
Capitalised terms in this announcement have the same meaning as in the Scheme
Document.
The voting results in relation to the Court Meetings and the Extraordinary
General Meeting are summarized below:
First Court Meeting
Shares Shareholders (either in person
or by proxy)
Number % Number %
For 65,604,327 94.60 228 77.03
Against 3,746,011 5.40 68 22.97
Second Court Meeting
Shares Shareholders (either in person
or by proxy)
Number % Number %
For 1,999,807 100 5 100
Against Nil - Nil -
Extraordinary General Meeting
Votes For* Votes Against Votes Withheld
(% of votes cast) (% of votes cast)
Resolution 1 - Ordinary Resolution 67,862,709 2,857,411 52,018
95.96% 4.04%
Resolution 2 - Special Resolution 67,853,179 2,851,941 140,790
95.97% 4.03%
Resolution 3 - Ordinary Resolution 67,843,779 2,861,941 140,190
95.95% 4.05%
Resolution 4 - Special Resolution 67,838,779 2,851,941 155,190
95.97% 4.03%
Notes:
* includes discretionary votes
Ends
Enquiries:
Financial Adviser to Alltracel Pharmaceuticals plc and the Independent Board
Davy Corporate Finance +353 (0) 1 679 6363
Des Carville
Brian Garrahy
Financial Adviser to Castlerise Investments Limited and HemCon Medical Technologies, Inc.
IBI Corporate Finance +353 (0) 1 637 7800
John Tuite
Brian Farrell
The directors of Alltracel accept responsibility for the information contained
in this announcement, other than that relating to the Castlerise Group and the
directors of Castlerise or the directors of HemCon and members of their
immediate families, related trusts and persons connected with them. To the best
of the knowledge and belief of the directors of Alltracel (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The directors of Castlerise and the directors of HemCon (together the "
Responsible Parties") accept responsibility for the information contained in
this announcement relating to Castlerise, HemCon, the Responsible Parties and
members of their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the Responsible Parties (who
have taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
IBI Corporate Finance, a subsidiary of The Governor and Company of the Bank of
Ireland (which is regulated by the Financial Regulator), is acting exclusively
for HemCon and Castlerise and no one else in connection with the Acquisition and
will not be responsible to anyone other than HemCon and Castlerise for providing
the protections afforded to clients of IBI Corporate Finance or for providing
advice in relation to the Acquisition, the contents of this announcement or any
transaction or arrangement referred to herein.
Davy Corporate Finance, which is regulated by the Financial Regulator, is acting
exclusively for Alltracel and no one else in connection with the Acquisition and
will not be responsible to anyone other than Alltracel for providing the
protections afforded to clients of Davy Corporate Finance or for providing
advice in relation to the Acquisition, the contents of this announcement or any
transaction or arrangement referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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