TIDMREDT
RNS Number : 7244P
Red24 PLC
21 November 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
RECOMMED ACQUISITION
of
red24 plc ("red24")
by
iJET International, Inc. ("iJET")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Results of Shareholder Meetings
red24 is pleased to announce that, at the Court Meeting and
General Meeting convened earlier today, the Scheme Shareholders and
red24 Shareholders respectively approved all of the resolutions
proposed at both meetings by the requisite majorities in respect of
the proposed acquisition by iJET of the entire issued and to be
issued share capital of the Company to be effected by way of a
scheme of arrangement under Part 26 of the Companies Act 2006.
Details of these resolutions passed are set out in the notices
of the Court Meeting and General Meeting contained in the scheme
document dated 26 October 2016 sent or made available to red24
Shareholders (the "Scheme Document").
The number of red24 Shares in issue at 6.00 pm on 19 November
2016, being the Scheme Voting Record Time, was 49,483,355.
Court Meeting
The first meeting, convened in accordance with the order of the
Court, sought approval from Scheme Shareholders entitled to vote
for the Scheme.
The resolution proposed at the Court Meeting was decided on a
poll. A majority in number of Scheme Shareholders who voted (either
in person or by proxy), representing over 75 per cent. by value of
those Scheme Shares voted, voted in favour of the resolution to
approve the Scheme. Accordingly, the resolution proposed at the
Court Meeting was duly passed on a poll vote. Details of the votes
cast are as follows:
Number of % of Scheme Number of
Scheme Shareholders Shareholders Scheme Shares % of Scheme
who voted who voted voted Shares voted
For 98 96.08 34,979,537 99.90
Against 4 3.92 35,929 0.10
red24 General Meeting
The red24 General Meeting sought approval of the Special
Resolution . The Special Resolution was decided on a poll and duly
passed. Details of the votes cast are as follows:
Number of red24 % of red24 Shares
Shares voted voted
For 35,017,744 99.82
Against 62,716 0.18
Total vote (excl.
Withheld) 35,080,460 100.00
Withheld* 0 0
* A vote withheld is not a vote in law and counts neither "For"
nor "Against" the Special Resolution.
Next steps and key dates
Completion of the Acquisition remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
Conditions, including the sanction of the Scheme by the Court as
set out in Part 3 (Conditions and Certain Further Terms of the
Scheme and the Acquisition) of the Scheme Document.
The date of the Court Hearing to sanction the Scheme is expected
to be 13 December 2016.
It is intended that dealings in red24 Shares will be suspended
at 7.30 a.m. on 15 December 2016.
Subject to the Court approving the Scheme and a certified Court
Order being delivered to the Registrar of Companies, it is
anticipated that the Scheme will come into effect on 15 December
2016.
If the Court sanctions the Scheme it is intended that iJET will
procure that red24 makes an application to cancel the admission to
trading of red24 Shares on AIM, anticipated to take effect at 7.00
am on 16 December 2016.
Settlement of the consideration to which any holder of Scheme
Shares is entitled will be effected as soon as practicable after
the date on which the Scheme becomes effective and in any event not
later than 14 days after that date.
The dates stated above are indicative only and will depend,
among other things, on the dates upon which the Court sanctions the
Scheme and the date on which the Conditions are satisfied or (if
capable of waiver) waived. If any of the times and/or dates above
change, the revised times and/or dates will be notified to red24
Shareholders by announcement through a Regulatory Information
Service.
A full indicative timetable is contained on page 8 of the Scheme
Document.
Other
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
red24 PLC Tel : +44(0) 207 741 2091
Simon Richards, Chairman
Maldwyn Worsley-Tonks, CEO
finnCap Tel: +44(0) 207 220 0500
Julian Blunt / James Thompson (Corporate Finance)
Alice Lane (Corporate Broking)
Yellow Jersey PR Ltd Tel: +44(0) 776 853 4641
Philip Ranger, Aidan Stanley
About red24
red24 is a crisis assistance company that provides a range of
security and business support services, offering preventative and
reactive advice to help organisations and individuals to avoid or
manage security and business risks to themselves, their families
and their businesses. Its products and services are distributed
through leading international financial service companies.
Important Notices:
Disclaimers
finnCap, which is authorised and regulated in the UK by the
Financial Conduct Authority is acting exclusively for red24 and no
one else in connection with the matters set out in this
announcement. In connection with such matters, finnCap will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to clients of finnCap or for providing advice in relation
any matter referred to herein.
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be made solely
through the Scheme Document and the accompanying Forms of Proxy (or
by any other document by which the Acquisition is made), which will
together contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
vote, decision in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in
the Scheme Document (or, if applicable, the offer document). Each
red24 Shareholder is urged to consult its independent professional
advisers immediately regarding the tax consequences of the
Acquisition applicable to them.
Overseas Shareholders
The ability of Overseas Shareholders to participate in the
Acquisition and the distribution of this announcement in, into or
from jurisdictions other than the United Kingdom may be restricted
by the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves of, and
observe, any such restrictions. Any person (including without
limitation, nominees, trustees and custodians) who would, or
otherwise intends to, forward this announcement, the Scheme
Document, the Forms of Proxy or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing
so and seek appropriate professional advice before taking any
action. If any Overseas Shareholder remains in any doubt, it should
consult an appropriate independent professional adviser in its
relevant jurisdiction without delay. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
Ordinary Shares at the Court Meeting or the General Meeting or to
execute and deliver Forms of Proxy appointing another to vote their
Ordinary Shares in respect of the Court Meeting or the General
Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared for the purposes of complying
with the laws of Scotland and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this document and the accompanying documents had been
prepared in accordance with the laws of jurisdictions outside of
Scotland.
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval pursuant to
the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful.
Information for Shareholders in the United Arab Emirates
This announcement has not been, and will not be, registered
with, or licensed or approved by, the UAE Central Bank, the
Emirates Securities and Commodities Authority, the Dubai Financial
Services Authority or any other regulatory authority in the United
Arab Emirates.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange 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 securities exchange 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
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the 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 securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the 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 an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the 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 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 Takeover 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on Website
A copy of this announcement will be made available (subject to
any applicable restrictions with respect to persons resident in
Restricted Jurisdictions) on red24's website
(www.red24plc.com).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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