TIDMZTR
RNS Number : 8090Q
Zetar PLC
09 November 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
9 November 2012
Press Release
Recommended cash offer
for
Zetar Plc
("Zetar")
by
Zertus UK Holding Limited
("Zertus UK")
a wholly-owned subsidiary of Zertus GmbH ("Zertus")
Results of the Court Meeting and General Meeting
On 5 October 2012, the board of Zertus UK and the independent
directors of Zetar announced that they had agreed the terms of a
recommended cash offer pursuant to which Zertus UK would acquire
the entire issued and to be issued share capital of Zetar. It was
intended that the Offer would be effected by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 ("Scheme"). A circular containing, amongst other
things, notices of the Court Meeting and the General Meeting,
details of the Scheme and the terms and conditions of the Offer was
posted to Zetar Shareholders on 17 October 2012 ("Scheme
Document"). Unless otherwise defined, all capitalised terms shall
have the same meaning as in the Scheme Document.
The Directors of Zetar are pleased to announce that the
resolution relating to the approval of the Scheme was today passed
by the requisite majority at the Court Meeting and the special
resolution to implement the Scheme and the ordinary resolution to
approve the Management Arrangements were also passed by the
requisite majorities at the subsequent General Meeting.
Court Meeting
At the Court Meeting, the resolution to approve the Scheme was
approved on a poll by a majority in number of Independent
Shareholders who voted (either in person or by proxy), representing
98.98 per cent. in value of the Scheme Shares held by Independent
Shareholders who so voted. Details of the votes cast were as
follows:
Number of Independent Number of Percentage of
Shareholders votes cast eligible Scheme
casting votes by Independent Shares voted
Shareholders
--------- ---------------------- ---------------- -----------------
6,065,409
FOR 68 (98.55%) (99.98%) 53.78%
--------- ---------------------- ---------------- -----------------
AGAINST 1 (1.45%) 1,461 (0.02%) 0.01%
--------- ---------------------- ---------------- -----------------
Accordingly, the resolution proposed at the Court Meeting was
duly passed on a poll vote.
General Meeting
At the General Meeting, the special resolution to approve the
Scheme and provide for its implementation was duly passed on a show
of hands and was supported by the following proxy votes cast before
the meeting::
Number of Percentage of
Zetar Zetar
Shares voted Shares voted
(%)
----------- -------------- --------------
FOR 7,773,548** 99.98
----------- -------------- --------------
AGAINST 1,461 0.02
----------- -------------- --------------
WITHHELD* 0 0
----------- -------------- --------------
*A vote 'withheld' is not a vote in law and is not counted in
the calculations of votes 'FOR' or 'AGAINST' a resolution.
** Any proxy appointments which gave discretion to the Chairman
have been included in the shares voted "FOR" total.
At the General Meeting, the ordinary resolution to approve the
Management Arrangements was duly passed on a poll. Details of the
votes cast (either in person or by proxy) were as follows:
Number of votes Percentage of Zetar
cast by Independent Shares held by Independent
Shareholders Shareholders voted
----------- --------------------- ----------------------------
FOR 5,908,964 100%
----------- --------------------- ----------------------------
AGAINST 0 0%
----------- --------------------- ----------------------------
WITHHELD* 0 0%
----------- --------------------- ----------------------------
*A vote 'withheld' is not a vote in law and is not counted in
the calculations of votes 'FOR' or 'AGAINST' a resolution.
Next Steps
Implementation of the Scheme remains subject to the satisfaction
of the remaining conditions set out in Part III of the Scheme
Document, including the sanction of the Scheme by the Court. The
Scheme Sanction Hearing is expected to take place on 27 November
2012. It is expected that dealings in Zetar Shares will be
suspended at 7.30 a.m. on 28 November 2012 and the Scheme will
become effective on 30 November 2012.
The dates stated above are indicative only. If any of the
expected dates change, Zetar will give notice of the change by
issuing an announcement through a Regulatory Information Service
(as defined in the Code).
- Ends -
For further information:
Zetar Tel: +44 7970
148016
David Williams
Canaccord Genuity Hawkpoint (financial Tel: +44 207
adviser to Zetar) 665 4500
Chris Robinson/William Bain
Liberum Capital (nominated adviser Tel: +44 203
and broker to Zetar) 100 2000
Simon Atkinson
FTI Consulting (PR adviser to Tel: +44 207
Zetar) 831 3113
Jonathon Brill/Georgina Goodhew
Zertus UK Tel: +49 40
44 194 194
Jörn Riemer/Harry Asmus/Andreas
Romankiewicz
Spayne Lindsay (financial adviser Tel: +44 207
to Zertus and Zertus UK) 808 3240
Tom Lindsay/Richard O'Donnell
Canaccord Genuity Hawkpoint, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is
acting exclusively for Zetar Plc and is acting for no one else in
connection with the Offer and this announcement and will not be
responsible to anyone other than Zetar Plc for providing the
protections afforded to clients of Canaccord Genuity Hawkpoint nor
for providing advice in relation to the Offer or any matter
referred to herein.
Spayne Lindsay, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Zertus UK and no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than
Zertus UK for providing the protections afforded to clients of
Spayne Lindsay nor for providing advice in relation to the Offer or
any matter referred to herein.
Liberum, which is authorised and regulated in England and Wales,
is acting as nominated adviser to Zetar under the AIM Rules and no
one else in connection with the Acquisition and this announcement
and will not be responsible to anyone other than Zetar for
providing the protections afforded to clients of Liberum nor for
providing advice in relation to the Acquisition or this
announcement or any matter referred to herein.
A copy of this announcement will be made available free of
charge (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions) on Zetar's website
(www.zetarplc.com/investors) and Zertus's website
(www.zertus.de/zetar) by no later than 12 noon (London time) on the
Business Day following the date of this announcement until the end
of the Offer Period.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
You will not be sent a hard copy of this announcement unless you
request one. You may request a hard copy of this announcement, free
of charge, by contacting Spayne Lindsay at 15 John Adam Street,
London WC2N 6LU (+44 207 808 3240).
Dealing Disclosure Requirements under the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of an offeree or of any paper offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
"Opening Position Disclosure" following the commencement of the
offer period and, if later, following the announcement in which any
paper offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a "Dealing
Disclosure".
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of the offeree company or of any paper offeror
must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any paper offeror, save to the extent that these
details have previously been disclosed under Rule 8 of the Takeover
Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the
Takeover Code applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of the offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Takeover Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Terms in quotation marks are defined in the Takeover Code, which
can also be found on the Panel's website. If you are in any doubt
as to whether or not you are required to disclose a "dealing" under
Rule 8 of the Takeover Code, you should contact an independent
financial adviser authorised by the FSA under FSMA or consult the
Panel's website at www.thetakeoverpanel.org.uk or contact the Panel
on telephone number +44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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