Results of shareholder meetings
21 Giugno 2010 - 4:07PM
UK Regulatory
TIDMFGN
RNS Number : 9678N
Futuragene PLC
21 June 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
21 June 2010
Recommended all cash offer for FuturaGene Plc by Suzano Trading Limited, a
wholly owned subsidiary of Suzano Papel e Celulose S.A.
Results of Shareholder Meetings
FuturaGene is pleased to announce that, at the Court Meeting and General Meeting
held earlier today in connection with the recommended all cash offer for
FuturaGene by Suzano Bidco, by way of a scheme of arrangement in accordance with
Part 26 of the Companies Act 2006, all the resolutions proposed were duly
passed.
At the Court Meeting, a majority in number of Scheme Shareholders who voted
(either in person or by proxy), and who together represented over 75% in value
of the votes cast, voted in favour of the resolution to approve the Scheme. The
resolution was accordingly passed.
At the General Meeting, the Resolutions to authorise the directors to allot
shares in the Company, to ratify the issue of Conditional Warrants, to disapply
the pre-emption rights applicable on the allotment of shares in the Company and
to approve the Scheme and provide for its implementation were also passed by the
requisite majorities.
The votes cast at each Meeting were as follows:
COURT MEETING The voting on the resolution to approve the Scheme was taken on a
poll (each Scheme Shareholder having one vote for each Scheme Share held) and
the result was as follows:
+------------------------------+----------------------+---------+
| | For | Against |
+------------------------------+----------------------+---------+
| Number of Scheme Shares | 27,144,254 | 40,864 |
| voted | | |
+------------------------------+----------------------+---------+
| Of those Scheme Shares | | |
| voted: | | |
+------------------------------+----------------------+---------+
| - number (and percentage) | 75 (93.75%) | 5 |
| of Scheme Shareholders who | | (6.25%) |
| voted | | |
+------------------------------+----------------------+---------+
| | | |
+------------------------------+----------------------+---------+
| - percentage of eligible | 99.85% | 0.15% |
| Scheme Shares which were | | |
| voted | | |
+------------------------------+----------------------+---------+
GENERAL MEETING The voting on each Resolution was taken on a show of hands and
the Resolutions were passed unanimously. For the information of shareholders the
proxy votes cast before the meeting were as follows:
+----------------------------------------+------------+---------+----------+
| Ordinary Resolutions | For | Against | Withheld |
+----------------------------------------+------------+---------+----------+
| | 17,281,997 | 2,934 | 9,000 |
| 1. To authorise the Directors for the | (99.98%) | (0.02%) | |
| purpose of section 551 of the | | | |
| Companies Act 2006 to allot shares in | | | |
| the Company up to an aggregate nominal | | | |
| amount of GBP97,304 | | | |
+----------------------------------------+------------+---------+----------+
| | 17,281,997 | 2,934 | 9,000 |
| 2. To ratify the issue of the | (99.98%) | (0.02%) | |
| Conditional Warrants by the Directors | | | |
+----------------------------------------+------------+---------+----------+
| Special Resolutions | | | |
+----------------------------------------+------------+---------+----------+
| | 17,290,997 | 2,934 | 0 |
| 3. To disapply the statutory | (99.98%) | (0.02%) | |
| pre-emption rights pursuant to section | | | |
| 570 of the Companies Act 2006 in | | | |
| relation to the allotment of equity | | | |
| securities, as more particularly set | | | |
| out in the Notice of General Meeting | | | |
+----------------------------------------+------------+---------+----------+
| 4. To: | 17,290,997 | 2,934 | 0 |
| - approve the Scheme and authorise the | (99.98%) | (0.02%) | |
| directors to take all such action as | | | |
| they may consider necessary or | | | |
| appropriate for carrying the Scheme | | | |
| into effect | | | |
| | | | |
| - approve the reduction of share | | | |
| capital, as more particularly set out | | | |
| in the Notice of General Meeting | | | |
| | | | |
| - approve the amendments to the | | | |
| Company's articles of association, as | | | |
| more particularly set out in the | | | |
| Notice of General Meeting | | | |
| | | | |
| - authorise the Directors for the | | | |
| purpose of section 551 of the | | | |
| Companies Act 2006 to allot the New | | | |
| FuturaGene Shares, as more | | | |
| particularly set out in the Notice of | | | |
| General Meeting | | | |
| | | | |
| - authorise the reserve arising as a | | | |
| result of the reduction of capital to | | | |
| be applied in paying up in full at par | | | |
| the New FuturaGene Shares | | | |
| | | | |
| - approve the amendment to the | | | |
| articles of association of the Company | | | |
| by inserting a new Article 3A, as more | | | |
| particularly set out in the Notice of | | | |
| General Meeting | | | |
+----------------------------------------+------------+---------+----------+
NEXT STEPS
Implementation of the Scheme remains subject to the satisfaction or, if
appropriate, waiver of the Conditions set out in the Scheme Document (as defined
below) including, amongst other things, the sanction of the Scheme by the Court
- which is expected to take place on 8 July 2010 - and the confirmation of the
associated Reduction of Capital by the Court - which is expected to take place
on 12 July 2010.
Application will be made for admission to trading of the FuturaGene Shares on
the AIM market of the London Stock Exchange to be cancelled with effect from
7.00 a.m. on 13 July 2010.
It should be noted that the last day of dealings in, and for registration of
transfers of, and disablement in CREST of, FuturaGene Shares is expected to be 9
July 2010. In addition, the Company intends to apply for a suspension of its
shares from trading on the AIM market of the London Stock Exchange with effect
from 7.00 a.m. on 12 July 2010, until cancellation of trading.
Subject to the sanction of the Scheme and the confirmation of the Reduction of
Capital by the Court, it is expected that the Effective Date of the Scheme will
be 13 July 2010.
A detailed timetable of events for the Scheme is set out in the Scheme Document.
These dates are indicative only and will depend, amongst other things, on
whether the Conditions are satisfied or (if capable of waiver) waived, the dates
on which the Court sanctions the Scheme and confirms the associated Reduction of
Capital. If the expected dates change, FuturaGene will give notice of the
changes in an announcement through a Regulatory Information Service.
Copies of the resolutions passed at the Court Meeting and the General Meeting
are available for inspection at the offices of DLA Piper UK LLP, 3 Noble Street,
London EC2V 7EE.
Terms defined in the scheme document sent to FuturaGene Shareholders on 28
May 2010 (the "Scheme Document") have the same meanings in this announcement.
All references to times in this announcement are to London times unless
otherwise stated.
For further information, please contact:
FuturaGene Plc
Mark Pritchard, Chairman +44 (0) 7802 827
846
Stanley Hirsch, CEO +972 544 562
724
Evolution Securities
Neil Elliot +44
(0) 20 7071 4300
College Hill +44 (0)
20 7457 2020
Adrian Duffield/Carl Franklin/Rozi Morris
Suzano Papel e Celulose
André Dorf +55 11
3503 9240
BNP Paribas (financial adviser to Suzano Bidco and Suzano Papel e Celulose)
Claude Herskovits (London) +44 (0) 20 7595
6709
Leandro Almeida (São Paulo) +55 11 3841 3626
Tulchan Communications (PR adviser to Suzano Bidco)
Andrew Grant + 44 (0) 20
7427 1554
This information is provided by RNS
The company news service from the London Stock Exchange
END
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