Results of Tender Offer
25 Ottobre 2010 - 8:00AM
UK Regulatory
TIDMSFT
RNS Number : 9114U
Sinosoft Technology plc
25 October 2010
SINOSOFT TECHNOLOGY PLC
("Sinosoft" or "the Company")
RESULTS OF TENDER OFFER
1. Background to Tender Offer
On 1 October 2010 the Company posted a circular to shareholders (the "Circular")
regarding a tender offer (the "Tender Offer") for the Company's Ordinary Shares,
the cancellation of admission of the Ordinary Shares to trading on AIM and other
related matters, including a capital reduction ("Capital Reduction").
The Circular contained full details of the Tender Offer and included a notice of
a general meeting convened inter alia to authorise the Company's purchase of its
Ordinary Shares under the Tender Offer ("General Meeting").
2. Result of Tender Offer
The Board of the Company announces that pursuant to the Tender Offer, which
closed at 1p.m. on 22 October 2010, valid tenders for 44,222,034 Ordinary Shares
were received and conditionally accepted by the Company, as detailed below. The
consideration for the Tender Offer is 8 pence per Ordinary Share.
The Tender Offer remains conditional on the passing of Resolutions 1 to 3
inclusive at the General Meeting convened for 11.00 a.m. on 9 November 2010 and
the Capital Reduction becoming effective, and on certain other matters set out
in the Circular (the 'Conditions'). A further announcement will be made after
the General Meeting.
Subject to the fulfillment of the Conditions:
· the purchase of successfully tendered Ordinary Shares is expected to be
effected by the Company on 1 December 2010, following which those 44,222,034
Ordinary Shares (representing approximately 26.7 per cent. of the existing
issued share capital of the Company) will be cancelled and will not be available
for re-issue;
· the purchase of 44,222,034 Ordinary Shares pursuant to the Tender Offer
will result in approximately GBP3,537,762.72 of cash being returned to the
Company's shareholders; and
· it is expected that CREST accounts will be credited with the Tender Offer
proceeds and cheques for payment for Ordinary Shares purchased pursuant to the
Tender Offer will be despatched by 2 December 2010.
If the distributable reserves of the Company following completion of the Capital
Reduction are for any reason insufficient to allow the Company to purchase
legally the entire amount of Ordinary Shares tendered, tenders will be scaled
back pro rata as described in the Circular and the above arrangements for
purchase and payment of the purchase price will be delayed by about seven days.
3. The General Meeting
The General Meeting is being held at 11.00 a.m. on 9 November 2010 at the
offices of Edwin Coe LLP, 2 Stone Buildings, Lincoln's Inn, London WC2A 3TH.
Shareholders will have received with the Circular a Form of Proxy for use in
connection with the General Meeting. Holders of Ordinary Shares in
uncertificated form may appoint a proxy via the CREST system as described in the
notes to the notice of General Meeting at the end of the Circular. Whether or
not a Shareholder intends to be present at the General Meeting and whether or
not a Shareholder has tendered any Ordinary Shares under the Tender Offer,
Shareholders are asked to complete and return the Form of Proxy or give proxy
instructions via the CREST system as soon as possible and, in any event, so as
to be received by the Company's Registrars by not later than 11.00 a.m. on 7
November 2010. The completion and return of a Form of Proxy or appointment of a
proxy through CREST will not preclude Shareholders from attending the General
Meeting and voting in person should they wish to do so.
4. Suspension of Trading and Cancellation of Admission to AIM
The Company intends to seek the suspension of the Company's shares from trading
on AIM from 1 December 2010 until the Company's admission to trading of its
Ordinary Shares on the AIM market has been cancelled on 3 December 2010, subject
to shareholder approval being obtained for the cancellation.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
+----------------------------------------+----------------------+
| | 2010 |
+----------------------------------------+----------------------+
| Tender Offer opens | 1 October |
+----------------------------------------+----------------------+
| Latest time for receipt of Tender | by 1.00p.m. on 22 |
| Forms for certificated shares | October |
+----------------------------------------+----------------------+
| Latest time for receipt of TTE | by 1.00p.m. on 22 |
| Instructions for uncertificated shares | October |
+----------------------------------------+----------------------+
| Record Date for the Tender Offer | 5.00p.m. on 22 |
| | October |
+----------------------------------------+----------------------+
| Announcement of results of the Tender | 25 October |
| Offer | |
+----------------------------------------+----------------------+
| Purchase Contract available for | from 25 October |
| inspection | until 9 November |
+----------------------------------------+----------------------+
| Latest time for receipt of Forms of | 7 November at 11.00 |
| Proxy | a.m. |
+----------------------------------------+----------------------+
| General Meeting | 9 November at 11.00 |
| | a.m. |
+----------------------------------------+----------------------+
| Announcements of results of General | 9 November |
| Meeting | |
+----------------------------------------+----------------------+
| Expected suspension of trading on AIM | from 8am on 1 |
| of Ordinary Shares | December |
+----------------------------------------+----------------------+
| Court hearing to confirm Capital | 1 December |
| Reduction and effective date for | |
| Capital Reduction | |
+----------------------------------------+----------------------+
| Effective Date for Capital Reduction | By 1 December |
+----------------------------------------+----------------------+
| Purchase of Tender Offer Shares under | 1 December |
| the Tender Offer | |
+----------------------------------------+----------------------+
| CREST Account credited with Tender | 2 December |
| Offer proceeds | |
+----------------------------------------+----------------------+
| Dispatch of cheques for Tender Offer | 2 December |
| proceeds | |
+----------------------------------------+----------------------+
| Ordinary Shares delisted from AIM | By 3 December |
+----------------------------------------+----------------------+
| CREST facilities for Ordinary Shares | By 3 December |
| cancelled | |
+----------------------------------------+----------------------+
For further information please contact:
+--------------------+--------------------+--------------------------------+
| Sinosoft | Mr. Yifa Yu | +86 025 84815959 |
| Technology plc | | yuyifa@sinosoft-technology.com |
+--------------------+--------------------+--------------------------------+
| Westhouse | Tim Metcalfe / | 020 7601 6100 |
| Securities | Richard Baty | |
| | | |
+--------------------+--------------------+--------------------------------+
| Tavistock | Simon Compton | 020 7920 3150 |
| Communications | | |
+--------------------+--------------------+--------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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