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Results of General Meeting and Notice of Results

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RNS Number : 9278N
Sepura PLC
21 May 2015
 

21 May 2015

 

This announcement must not be sent or transmitted, directly or indirectly, into the United States, Australia, Canada or Japan, and is not for distribution, directly or indirectly in the United States, Australia, Canada or Japan or any other jurisdiction where such distribution or transmission would (i) result in a requirement to comply with any governmental or other consent or any registration filing or other formality which Sepura regards as unduly onerous, or (ii) otherwise breach any applicable law or regulation.

 

 

Sepura PLC

 

("Sepura", "the Company" or "the Group")

 

RESULTS OF GENERAL MEETING

 

The Board of Sepura announces that at the General Meeting held today to approve, inter alia, the acquisition of the entire issued share capital of Teltronic, S.A.U. for €127.5 million (the "Acquisition") and the Capital Raising, all resolutions put before the meeting were duly passed.

 

As required by the Listing Rules, a copy of all the resolutions passed will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

 

A summary of the proxy votes lodged in advance of the General Meeting is shown below:

 

 

Resolutions

For (including discretionary)

Against

Current Issued Share Capital Voted

Withheld

 

 

Number

%

Number

%

%

Number

1

Ordinary Resolution: To approve the Acquisition

109,784,222

99.99

5,940

0.01

80.0

0

2

Ordinary Resolution:

To authorise the Directors to allot relevant securities (s. 551 Companies Act 2006) pursuant to the Capital Raising

109,532,940

99.77

257,221

0.23

80.0

0

3

Special Resolution: To disapply pre-emption rights (s. 561 Companies Act 2006) pursuant to the Capital Raising

109,532,940

99.77

253,281

0.23

80.0

3,940

 

 

The Acquisition and Capital Raising remain conditional, inter alia, upon:

 

·    Admission occurring on or before 8.00 a.m. on 22 May 2015 (or such later date as the Company and Liberum may agree, being not later than 27 May 2015); and

 

·     the Underwriting Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission.

 

Admission is expected to take place at 8.00 a.m. on 22 May 2015. A further announcement will be made once completion of the Acquisition has occurred.

 

Upon Admission, the number of Ordinary Shares that the Company has in issue will be 185,183,892. The total number of voting rights of the Company will therefore be 183,777,335 (taking into account the 1,406,557 Ordinary Shares which are currently held in treasury) and this figure may be used by Sepura Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to, their interest in the Company under the Disclosure and Transparency Rules of the FCA.

 

This announcement should be read in conjunction with the full text of the prospectus published by Sepura and sent to Sepura Shareholders on 1 May 2015 (the "Prospectus"), copies of which are available on the Company's website at www.sepura.com. Capitalised terms in this announcement have the same meaning as in the Prospectus.

Date of Announcement of Annual Results

The Company intends to issue its announcement of preliminary results for the year ended 27 March 2015 on 7 July 2015.

 

For further information contact

Sepura plc

Gordon Watling, Chief Executive Officer

Steve Chamberlain, Chief Financial Officer

Peter Connor, Investor Relations

+44 (0)12 2387 6000

Liberum (Sponsor, Financial Adviser and Bookrunner)

Steve Pearce

Steven Tredget

Richard Bootle

+44 (0)20 3100 2222

Oakley Capital (Financial Adviser)

Chris Godsmark

James Chapman-Andrews

Christian Maher

+44 (0)20 7766 6900

N+1 Singer Advisory LLP (Co-Manager)

James Maxwell

Jen Boorer

+44 (0)20 7496 3000

Bell Pottinger (Financial PR)

Olly Scott

Eve Kirmatzis

+44 (0)20 3772 2500

 

IMPORTANT INFORMATION

 

This announcement does not constitute an offer of New Ordinary Shares to any person with a registered address in, or who is resident in, the United States or any other Restricted Jurisdiction. New Ordinary Shares, Open Offer Entitlements and Excess Open Offer Entitlements have not been and will not be registered under the Securities Act, or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States, or the relevant laws of any state, province or territory of any other Restricted Jurisdiction, or any other Restricted Jurisdiction, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within any Restricted Jurisdiction or within the United States (as defined in Regulation S under the Securities Act (''Regulation S'')) unless the offer and sale of New Ordinary Shares, Open Offer Entitlements and Excess Offer Entitlements has been registered under the Securities Act or pursuant to an exemption from, or in transaction not subject to, the registration requirements of the Securities Act. The New Ordinary Shares are being offered or sold outside the United States, in reliance on Regulation S. This announcement does not constitute an offer to sell or a solicitation of an offer to buy New Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. This announcement will not be distributed in or into the United States or any of the other Restricted Jurisdictions. This announcement has not been and will not be approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this announcement or any document connected with the Capital Raising. Any representation to the contrary is a criminal offence in the United States. There will be no public offer of the New Ordinary Shares in the United States.

Liberum, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Sepura and no-one else in connection with the Capital Raising and the Acquisition, and will not regard any other person as clients of Liberum in relation to the Capital Raising and the Acquisition, and will not be responsible for providing the protections afforded to Liberum clients, nor for giving advice in relation to the Capital raising and the Acquisition, or any arrangement referred to in, or information contained in, this announcement.

Nplus1, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Sepura and no-one else in connection with the Capital Raising and will not regard any other person as clients of Nplus1 in relation to the Capital Raising, and will not be responsible for providing the protections afforded to Nplus1 clients, nor for giving advice in relation to the Capital Raising, or any arrangement referred to in, or information contained in, this announcement.

Oakley Capital is authorised and regulated by the FCA. Oakley Capital is acting exclusively for Sepura and no-one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition, and will not be responsible to anyone other than Sepura for providing the protections afforded to clients of Oakley Capital, nor for giving advice in connection with the Acquisition, or any other matter referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Liberum, Nplus1 or Oakley Capital under FSMA or the regulatory regime established thereunder, neither Liberum, Nplus1 nor Oakley Capital accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by any of them, or on behalf of them, in connection with Sepura, the Group, the new Ordinary Shares, the Acquisition, the Capital Raising and Admission. Nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Subject to applicable law, each of Liberum, Nplus1 and Oakley Capital disclaims all and any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise (save as referred to above)) which any of them might otherwise have in respect of this announcement or any statement purposed to be made by them, or on their behalf, in connection with Sepura, the Group, or the arrangements described in this announcement.

Neither Liberum nor Nplus1 nor any of their representatives makes any representation to any offeree or purchaser of the New Ordinary Shares regarding the legality of an investment in the New Ordinary Shares.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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