TIDMXEN
RNS Number : 7567V
Xenetic Biosciences PLC
17 December 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
RECOMMENDED OFFER
BY
GENERAL SALES AND LEASING, INC.
FOR
XENETIC BIOSCIENCES PLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
RESULTS OF COURT AND GENERAL MEETINGS
The Board of Xenetic is pleased to announce that at the meeting
convened by the High Court of Justice and held earlier today (the
"Court Meeting") and the subsequent general meeting (the "General
Meeting") (together, the "Meetings") to approve the scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme")
and other associated matters to implement the acquisition of
Xenetic by GSL (the "Acquisition"), the resolutions proposed were
approved in each case by the requisite majority of Xenetic
Shareholders.
Details of the resolutions passed are set out in the notices of
the meetings contained in the scheme document posted to Xenetic
Shareholders on 21 November 2013 (the "Scheme Document").
The voting results in relation to the Meetings are summarised
below.
Court Meeting
At the Court Meeting, a majority in number of Xenetic
Shareholders who voted (either in person or by proxy), representing
99.9% per cent by value of all Xenetic Shares held by such Xenetic
Shareholders, voted in favour of the resolution to approve the
Scheme. The resolution proposed at the Court Meeting was decided on
a poll. Details of the votes cast were as follows:
Number of Xenetic
Shares voted as
Number Percentage Number of Percentage a percentage of
of Xenetic of Xenetic Xenetic of Xenetic the total number
Shares Shares Shareholders Shareholders of Xenetic Shares
voted voted (%) who voted voting (%) (%)
----------- -------------- ------------ -------------- -------------- -------------------
FOR 291,851,672 99.99% 199 25.88% 71.55%
----------- -------------- ------------ -------------- -------------- -------------------
AGAINST 15,080 0.01% 2 0.26% 0.004%
----------- -------------- ------------ -------------- -------------- -------------------
TOTAL 291,866,752 100% 201 26.14% 71.56%
----------- -------------- ------------ -------------- -------------- -------------------
Accordingly, the resolution proposed at the Court Meeting was
duly passed by the requisite majority.
General Meeting
At the General Meeting, the special resolution to facilitate the
implementation of the Scheme was duly passed on a poll by the
requisite majority of the votes cast in person or by proxy. The
voting results were as follows:
Percentage of Number of Xenetic
Number of Xenetic Xenetic Shares Shareholders
Shares voted voted (%) who voted
------------ ------------------ ---------------- -----------------
FOR 262,291,206 99.99% 201
------------ ------------------ ---------------- -----------------
AGAINST 15,080 0.01% 2
------------ ------------------ ---------------- -----------------
TOTAL 262,306,286 100% 203
------------ ------------------ ---------------- -----------------
nil nil nil
WITHHELD
------------ ------------------ ---------------- -----------------
In relation to the General Meeting:
1. the issued share capital at the date of the General Meeting
was 407,875,428 ordinary shares with voting rights;
2. votes were tendered in respect of 262,306,286 ordinary shares
respectively being 64.31% of the issued share capital;
3. a 'vote withheld' is not a vote in law and is not counted in
the calculations of the proportion of the shares 'FOR' or 'AGAINST'
the resolution.
Next Steps
Completion of the Acquisition remains subject to the
satisfaction or waiver of certain Conditions set out in the Scheme
Document, including Court sanction of the Scheme and Court
confirmation of the associated Reduction of Capital. The expected
date for the Court Hearing (to sanction the Scheme and to confirm
the Reduction of Capital) is 23 January 2014. Subject to the
Conditions as described above, it is anticipated that the Scheme
will become effective on or around 23 January 2014.
Expected timetable of principal events
Event Time and/or date
----------------------------------- -----------------------------
Scheme Record Time 6.00 p.m. on 22 January 2014
----------------------------------- -----------------------------
Suspension of Xenetic Shares 7.30 a.m. on 23 January 2014
from trading on AIM
----------------------------------- -----------------------------
Last day of dealings in, and 22 January 2014
for registration of transfers
of, Xenetic Shares
----------------------------------- -----------------------------
Court Hearing (Sanction of 23 January 2014
Scheme and Reduction of Capital)
----------------------------------- -----------------------------
Effective Date of the Scheme 23 January 2014
----------------------------------- -----------------------------
Cancellation of admission of 7.00 a.m. on 24 January 2014
Xenetic Shares to trading on
AIM
----------------------------------- -----------------------------
Quotation of GSL Consideration 27 January 2014
Shares on OTCBB and OTCQB becomes
effective
----------------------------------- -----------------------------
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
given to them in the Scheme Document.
Enquiries:
General Sales and Leasing, Inc. +1 702 312 6255
Ari L. Nagler (President and CEO)
Kyleen Cane, Cane Clark LLP (US counsel to GSL)
Xenetic Biosciences plc +44 (0)20 3021 1500
Colin Hill (Chief Financial Officer)
London Bridge Capital Limited
(Financial adviser to Xenetic)
Adam Hart +44 (0)7912 201639
Nick Donaldson +44(0)7799 654 188
N+1 Singer +44 (0)20 7496 3000
(Nominated Adviser & Broker to Xenetic)
Aubrey Powell
Jenny Wyllie
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of, any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Acquisition will be effected solely
through the Scheme Document, the Equivalent Document and the Forms
of Proxy, which together will contain the full details and terms
and conditions of the Scheme, including the details of how to
approve the Scheme. The Equivalent Document in relation to the GSL
Consideration Shares, for which GSL is responsible, will be
published by GSL on or about the date on which the Scheme Document
is posted and will contain information about GSL and the GSL
Consideration Shares. The text of the Equivalent Document will, for
convenience only, be replicated in the Scheme Document.
London Bridge Capital Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Xenetic as its financial adviser and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Xenetic for providing the protections afforded to
clients of London Bridge Capital Limited nor for providing advice
in connection with the Acquisition or the content of, or any other
matter or arrangement described or referred to in, this document.
Neither London Bridge Capital Limited nor any of its directors,
officers, subsidiaries or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of London Bridge Capital Limited in
connection with the Acquisition or any other matter referred to in
this document, any statement contained herein or otherwise.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Xenetic as its nominated adviser and broker and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Xenetic for providing the protections afforded to
clients of N+1 Singer nor for providing advice in connection with
the Acquisition or the content of, or any other matter or
arrangement described or referred to in, this document. Neither N+1
Singer nor any of their respective directors, officers,
subsidiaries or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of N+1 Singer in connection with the Acquisition or
any other matter referred to in this document, any statement
contained herein or otherwise.
This announcement has been prepared for the purposes of
complying with English law and the information disclosed may be
different from that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside England and Wales. Overseas Shareholders
should consult their own legal and tax advisers with regard to the
legal and tax consequences of the Scheme and the Acquisition on
their particular circumstances.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the availability of
any offer to shareholders in Xenetic who are not resident in the
United Kingdom may be affected by the laws or regulations of any
such jurisdictions. Accordingly, any persons who are subject to the
laws or regulations of any jurisdiction other than the United
Kingdom should inform themselves of, and observe, any applicable
requirements.
Publication on website
A copy of this announcement is, and will be available, free of
charge for inspection on Xenetic's website at
www.xeneticbio.com/investorrelationsduring the course of the
Acquisition but should not be forwarded or transmitted in or into
or from any Overseas Jurisdiction.
For the avoidance of doubt, the content of the website referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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