TIDMPGB
RNS Number : 3934C
Pilat Media Global PLC
14 March 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
RECOMMENDED CASH OFFER
for
Pilat Media Global plc ("Pilat")
by
SintecMedia Ltd ("SintecMedia")
and
Sintec Media Software Ltd ("SMS")
Result of Court Meeting and General Meeting
The boards of Pilat, SintecMedia and SMS are pleased to announce
that, at the Court Meeting and the General Meeting held earlier
today in connection with the recommended acquisition of Pilat by
SintecMedia and SMS (the "Acquisition"), by way of scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme"),
all the resolutions proposed were duly passed.
The voting results in relation to the Court Meeting and the
General Meeting are summarised below.
COURT MEETING
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
99.99 per cent. by value of those Scheme Shares voted, voted in
favour of the resolution to approve the Scheme. Details of the
votes cast are as follows:
Number of Percentage Number of Percentage Number of
Scheme Shares of Scheme Scheme Shareholders of Scheme Scheme Shares
voted Shares voted who voted Shareholders voted as
(%) who voted a percentage
(%) of the issued
share capital
(%)
For 33,645,866 99.994 128 13.445 53.805
Against 2,089 0.006 2 0.210 0.003
Total 33,647,955 100.000 130 13.655 53.808
GENERAL MEETING
At the General Meeting, the resolutions, as set out in the
notice of the General Meeting annexed to the scheme document
published and posted to Pilat Shareholders on 12 February 2014 (the
"Scheme Document") were duly passed on a poll vote, and the results
are detailed as follows:
Special resolution
Number of Pilat Shares Percentage of Pilat
voted Shares voted (%)
For 48,238,567 99.996
Against 2,089 0.004
Abstain 268
N/A
Ordinary resolution
Number of Pilat Shares Percentage of Pilat
voted Shares voted (%)
For 23,629,913 99.991
Against 2,089 0.009
Abstain 24,558,920 N/A
Next Steps
Completion of the Acquisition remains subject to the
satisfaction or (where capable of being waived) waiver of the other
Conditions set out in the Scheme Document, including the Court
sanctioning the Scheme at the Scheme Court Hearing and confirming
the Capital Reduction at the Reduction Court Hearing. The Scheme
Court Hearing and the Reduction Court Hearing are expected to take
place on 31 March 2014 and 2 April 2014, respectively. Subject to
the Conditions, as described above, the Scheme is expected to
become effective on 3 April 2014. The expected timetable for the
implementation of the Scheme is attached to this announcement.
GENERAL
Note that capitalised terms used in this announcement but not
defined have the same meaning as in the Scheme Document.
Shore Capital and Corporate Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as financial adviser to Pilat and is acting for no-one
else in connection with the Acquisition and will not be responsible
to anyone other than Pilat for providing the protections afforded
to clients of Shore Capital and Corporate Limited nor for providing
advice in connection with the Acquisition or any other matter
referred to in this document.
Cairn Financial Advisers LLP, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to SintecMedia and SMS and no one
else in connection with the Acquisition and will not be responsible
to anyone other than SintecMedia and SMS for providing the
protections afforded to customers of Cairn Financial Advisers LLP
nor for providing advice in relation to the Acquisition or any
other matter referred to in this document.
A copy of this announcement will be available, subject to
certain restrictions in relation to persons in certain overseas
jurisdictions, on Pilat's website at www.pilatmedia.com and
SintecMedia's website at www.sintecmedia.com.
For further information:
Pilat Media Global plc
Avi Engel, Chief Executive Officer +44 20 8782 0700
Martin Blair, Chief Financial Officer +44 20 8782 0700
Shore Capital and Corporate Limited
(Financial Adviser and Rule 3 Adviser
to Pilat)
Dru Danford +44 20 7408 4050
Patrick Castle +44 20 7408 4050
Abchurch Communications
(Public relations adviser to Pilat)
Henry Harrison- Topham Tel: 020 7398
7719 +44 20 7398 7700
Jamie Hooper +44 20 7398 7700
SintecMedia Ltd/Sintec Media Software
Ltd
Amotz Yarden, Chief Executive Officer +972 (2) 651-5122
Shlomo Fieidenreich, Chief Financial
Officer
Cairn Financial Advisers LLP
(Financial adviser to SintecMedia and
SMS)
Liam Murray +44 20 7148 7900
Avi Robinson +44 20 7148 7900
This announcement has been prepared for the purposes of
complying with English law and the City Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Publication on website
A copy of this announcement will be made available, free of
charge but subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at www.sintecmedia.com and
www.pilatmedia.com by no later than 12 noon (London time) on the
Business Day following the date of this announcement.
Neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks on SintecMedia's or Pilat's website (or any other
website) is incorporated into, or forms part of, this
announcement.
Any person who has received this announcement in electronic form
or by means of a website publication may request a copy of this
announcement in hard copy form and may request that all future
documents, announcements and information sent to him in relation to
the offer be in hard copy form. Unless so requested, a hard copy of
this announcement will not be sent to you. This announcement and
all future documents, announcements and information can be
requested in hard copy form (free of charge), by submitting a
request in writing to Cairn Financial Advisers LLP, 61 Cheapside,
London EC2V 6AX or by calling Cairn Financial Advisers LLP on 020
7148 7800.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% 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) 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 Takeover Code, any person who is, or
becomes, interested in 1% 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,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) 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.
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).
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.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown in this document are London times unless
otherwise stated.
Event Time and/or date
Scheme Court Hearing 31 March 2014
Last day of dealings in, and for registration 2 April 2014
of transfers of, and disablement in CREST
of, Ordinary Shares
Reduction Court Hearing 2 April 2014
Scheme Record Time 6.00 p.m. on 2
April 2014
Effective Date 3 April 2014
Cancellation of admission to trading of 7.00 a.m. on 3
Ordinary Shares on AIM April 2014
Dealings in Ordinary Shares suspended 9.30 a.m. (Israeli
on the TASE pending cancellation of TASE time) on 3 April
admission 2014
Latest date for despatch of cheques and 17 April 2014
settlement through CREST
Long Stop Date 30 April 2014
These dates and times are indicative only and are based
on Pilat's, SintecMedia's and SMS's current expectations
and may be subject to change. If any of the dates or times
above change, the revised dates or times will be notified
to Pilat Shareholders by announcement through the Regulatory
News Service of the London Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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