Offer Update
03 7월 2009 - 11:05PM
UK Regulatory
TIDMCGN TIDMTRS
RNS Number : 1145V
CapRegen PLC
03 July 2009
Not for release, publication or distribution in whole or in part in, into or
from any jurisdiction where to do the same would constitute a violation of the
relevant laws of such jurisdiction
3 July 2009
CapRegen plc ("CapRegen")
Offer Update: Results of Court Meetings and General Meeting of CapRegen plc
Further to the announcement made by CapRegen on 9 June 2009 regarding the
posting of the Scheme Document, CapRegen is pleased to announce that the Court
Meetings and the General Meeting held earlier today to approve the Scheme of
Arrangement have both concluded successfully.
At the First Court Meeting, a majority in number of Independent Shareholders who
voted, either in person or by proxy, representing over 75 per cent. in value of
all Scheme Shares voted, voted in favour of the Scheme of Arrangement, and
accordingly the resolution was passed. The voting of those Independent
Shareholders who cast votes either in person or by proxy at the First Court
Meeting was as follows:
+----------+--------------+-------------+--------------+-------------+--------------+-------------+
| | Total Votes | Votes For The | Votes Against The |
| | | Scheme | Scheme |
+ +----------------------------+----------------------------+----------------------------+
| | No. of | No. of | No. of | No. of | No. of | No. of |
| | Scheme | Scheme | Scheme | Scheme | Scheme | Scheme |
| | Shareholders | Shares | Shareholders | Shares | Shareholders | Shares |
| | | Represented | (and %) | Represented | (and %) | Represented |
| | | | | (and %) | | (and %) |
+----------+--------------+-------------+--------------+-------------+--------------+-------------+
| Totals | 23 | 23,105,000 | 23 | 23,105,000 | 0 | 0 |
| in | | | (28.75%) | (31.44%) | (0%) | (0%) |
| person | | | | | | |
| and by | | | | | | |
| proxy | | | | | | |
+----------+--------------+-------------+--------------+-------------+--------------+-------------+
Of the total number of Independent Shares in issue, 43.59% were voted in favour
of the Scheme and 0% voted against.
At the Second Court Meeting, a majority in number of Director Shareholders who
voted, either in person or by proxy, representing over 75 per cent. in value of
all Scheme Shares voted, voted in favour of the Scheme of Arrangement, and
accordingly the resolution was passed. The voting of those Independent
Shareholders who cast votes either in person or by proxy at the Second Court
Meeting was as follows:
+----------+--------------+-------------+--------------+-------------+--------------+-------------+
| | Total Votes | Votes For The | Votes Against The |
| | | Scheme | Scheme |
+ +----------------------------+----------------------------+----------------------------+
| | No. of | No. of | No. of | No. of | No. of | No. of |
| | Scheme | Scheme | Scheme | Scheme | Scheme | Scheme |
| | Shareholders | Shares | Shareholders | Shares | Shareholders | Shares |
| | | Represented | (and %) | Represented | (and %) | Represented |
| | | | | (and %) | | (and %) |
+----------+--------------+-------------+--------------+-------------+--------------+-------------+
| Totals | 5 | 20,500,000 | 5 | 20,500,000 | 0 | 0 |
| in | | | (6.25%) | (27.89%) | (0%) | (0%) |
| person | | | | | | |
| and by | | | | | | |
| proxy | | | | | | |
+----------+--------------+-------------+--------------+-------------+--------------+-------------+
Of the total number of Director Shares in issue, 100% were voted in favour of
the Scheme and 0% voted against.
At the General Meeting, the special resolution proposed to approve the Scheme of
Arrangement was passed as a special resolution. The voting of those CapRegen
Shareholders who cast votes either in person or by proxy at the General meeting
was as follows:
+----------+--------------+-------------+--------------+-------------+--------------+-------------+
| | Total Votes | Votes For The | Votes Against The |
| | | Scheme | Scheme |
+ +----------------------------+----------------------------+----------------------------+
| | No. of | No. of | No. of | No. of | No. of | No. of |
| | CapRegen | CapRegen | CapRegen | CapRegen | CapRegen | CapRegen |
| | Shareholders | Shares | Shareholders | Shares | Shareholders | Shares |
| | | Represented | (and %) | Represented | (and %) | Represented |
| | | | | (and %) | | (and %) |
+----------+--------------+-------------+--------------+-------------+--------------+-------------+
| Totals | 29 | 58,305,000 | 29 | 58,305,000 | 0 | 0 |
| in | | | (36.25%) | (65.51%) | (0%) | (0%) |
| person | | | | | | |
| and by | | | | | | |
| proxy | | | | | | |
+----------+--------------+-------------+--------------+-------------+--------------+-------------+
In order to become effective in accordance with its terms, the Court must now
sanction the Scheme at the Scheme Court Hearing. This hearing is scheduled to
take place on 22 July 2009. Following the sanction of the Scheme by the Court,
it then is expected that the Effective Date of the Scheme will be 23 July
2009. An expected timetable of principal events is set out in the Appendix to
this announcement.
Terms defined in the Scheme Document shall have the same meaning(s) when used in
this announcement.
Enquiries:
+----------------------+-------------------------------+---------------------------+
| CapRegen plc: | George Greenwood | 07785 257 010 |
+----------------------+-------------------------------+---------------------------+
| | | |
+----------------------+-------------------------------+---------------------------+
| Astaire Securities | William Vandyk | 020 7448 4400 |
| Plc | | |
+----------------------+-------------------------------+---------------------------+
Astaire Securities Plc, which is authorised and regulated in the UK by the FSA,
is acting exclusively as financial adviser to CapRegen and no one else in
connection with the Proposal and will not be responsible to anyone other than
CapRegen for providing the protections afforded to customers of Astaire
Securities Plc nor for providing advice in relation to the Proposal or any other
matter referred to in this announcement.
- END -
Appendix
Expected Timetable of Principal Events
+----------------------------------------------------------+--------------------+
| EVENT | DATE |
+----------------------------------------------------------+--------------------+
| | |
+----------------------------------------------------------+--------------------+
| Scheme Court Hearing (to sanction the Scheme) | 22 July 2009 |
+----------------------------------------------------------+--------------------+
| | |
+----------------------------------------------------------+--------------------+
| Effective Date | 23 July 2009 |
+----------------------------------------------------------+--------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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