TIDMSPHR
RNS Number : 2760Q
Sphere Medical Holding plc
08 September 2017
8 September 2017
Sphere Medical Holding plc
("Sphere", "Sphere Medical" or the "Company")
Results of General Meeting
Sphere Medical Holding plc (AIM: SPHR.L), an innovative
point-of-care monitoring and diagnostic devices company, announces
that, at its General Meeting held today in London in respect of the
proposed Investment and Cancellation as announced on 21 August 2017
all resolutions were duly passed on a show of hands (except for
resolution 4 which was required to be taken on a poll in accordance
with the Takeover Code).
Resolution 4 to approve the waiver of the obligation of the
members of the Concert Party under Rule 9 of the Takeover Code in
connection with the Investment and/or exercise of the Investment
Warrants was duly passed on a poll of the Independent Shareholders.
The voting results for resolution 4 are included below.
Resolution Votes % Votes % of Total % of Votes
For(1) against votes votes issued withheld(2)
cast cast share
capital
votes
----------- ----------- ------- --------- ------- ----------- --------- -------------
4 26,040,825 99.03% 254,689 0.97% 26,295,514 18.55% 17,289
----------- ----------- ------- --------- ------- ----------- --------- -------------
(1) Votes 'For' include votes giving the Chairman discretion
(2) A vote withheld is not a vote in law and is not counted in
the calculation of the votes for or against a resolution.
As a result, the Investment and Cancellation will proceed. The
last day of dealings on AIM in the Company's Ordinary Shares will
be 19 September 2017 and the cancellation of admission to trading
on AIM will be effective from 7.00 a.m. on 20 September 2017. The
GBP5 million proceeds of the Initial Investment Round are due to be
received by the Company by 26 September 2017, and any proceeds of
the Second Investment Round by 4 October 2017.
Details of the proxy voting for each resolution are provided on
the Company's website on the Shareholder Communications page in the
Investor Relations section.
Ordinary Share dealing following Cancellation
Following Cancellation, as the Ordinary Shares will no longer be
traded on a public market, the Company intends for the period of 18
months from the date of Cancellation to use reasonable endeavours
to facilitate introductions and communication among Shareholders
who wish to sell their Ordinary Shares and those persons who wish
to purchase Ordinary Shares. To do this Shareholders or persons
wishing to acquire or sell Ordinary Shares will be able to leave an
indication with the Company that they are prepared to buy and sell
Ordinary Shares at a specified price. In the event that the Company
is able to match that order with an opposite sell or buy
instruction, the Company would contact both parties to effect the
order. In carrying out such activities, the Company will take no
responsibility to match-up Shareholders wishing to sell and
purchase Ordinary Shares, and no responsibility in respect of the
time frame in which introductions or communications (if any) are
made or as to the price at which any trades might take place.
Interests of the Concert Party following the Investment
Upon completion of the Investment, the potential voting rights
attributable to the interests of the Concert Party will be as
follows:
WPCT OMNIS WEIF Woodford* Wales Total
Fund
------------------------- ------------ ----------- ----------- ------------ ----------- ------------
Number of
existing Ordinary
Shares at
the date of
this document 27,650,000 3,126,575 11,750,000 42,526,575 25,000,000 67,526,575
------------------------- ------------ ----------- ----------- ------------ ----------- ------------
Percentage
of voting
Rights 19.5% 2.2% 8.3% 29.99% 17.6% 47.6%
------------------------- ------------ ----------- ----------- ------------ ----------- ------------
Number of
Convertible
Preferred
Shares immediately
following
the Investment(1) 106,307,583 35,435,861 - 141,743,444 35,435,861 177,179,305
------------------------- ------------ ----------- ----------- ------------ ----------- ------------
Percentage
voting rights
in the Company
immediately
following
the Investment
(assuming
no Investment
Warrants exercised)(2) 42.0% 12.1% 3.7% 57.8% 18.9% 76.7%
------------------------- ------------ ----------- ----------- ------------ ----------- ------------
Maximum number
of Investment
Warrants to
be issued
in respect
of the Investment(2) 170,092,133 56,697,378 - 226,789,511 56,697,377 283,486,888
------------------------- ------------ ----------- ----------- ------------ ----------- ------------
Percentage
voting rights
in the Company
immediately
following
the Investment
(assuming
no Investment
Warrants are
exercised)(5) 31.5% 9.1% 2.8% 43.3% 14.2% 57.5%
------------------------- ------------ ----------- ----------- ------------ ----------- ------------
Percentage
voting rights
in the Company
immediately
following
the Investment
(assuming
all Investment
Warrants held
by Woodford
are exercised)(2
3) 55.7% 17.5% 2.1% 75.3% 11.1% 86.4%
------------------------- ------------ ----------- ----------- ------------ ----------- ------------
Percentage
voting rights
in the Company
immediately
following
the Investment
(assuming
all Investment
Warrants held
by Wales Fund
are exercised)(2
4) 35.7% 10.3% 3.1% 49.1% 31.2% 80.2%
------------------------- ------------ ----------- ----------- ------------ ----------- ------------
Percentage
voting rights
in the Company
immediately
following
the Investment
(assuming
all Investment
Warrants held
by Wales Fund
and Woodford
are exercised)(2) 50.5% 15.8% 1.9% 68.2% 19.4% 87.7%
------------------------- ------------ ----------- ----------- ------------ ----------- ------------
Percentage
voting rights
in the Company
immediately
following
the Investment
(assuming
all Investment
Warrants held
by Wales Fund
and Woodford
are exercised)(5) 39.9% 12.3% 1.9% 54.1% 15.9% 70.0%
------------------------- ------------ ----------- ----------- ------------ ----------- ------------
* The interests of OMNIS, WEIF and WPCT are aggregated
1 Woodford and the Wales Fund have conditionally agreed to
subscribe for Convertible Preferred Shares in the Initial
Investment Round. They do not intend to participate in the Second
Investment Round
2 Assumes no participation by investors in the Second Investment
Round
3 Assumes Wales Fund does not exercise any Investment
Warrants
4 Assumes Woodford does not exercise any Investment Warrants
5 Assumes full participation by investors in the Second
Investment Round (with Woodford and Wales not participating in the
Second Investment Round)
The capitalised terms used in this announcement have the meaning
as defined in the announcement published by the Company at 5:53
p.m. on 21 August 2017 unless otherwise stated.
- Ends -
For further information, please contact:
Sphere Medical Holding Tel: +44 (0)1223 875
plc 222
Dr Wolfgang Rencken, Chief
Executive Officer
Richard Wright, Chief
Financial Officer
Panmure Gordon Tel: +44 (0) 20 7886
2500
Freddy Crossley (Corporate
Finance)
Duncan Monteith (Corporate
Finance)
Tom Salvesen (Corporate
Broking)
Consilium Strategic Tel: +44 (0) 20 3709
Communications 5700
Mary-Jane Elliott spheremedical@consilium-comms.com
Ivar Milligan
Hendrik Thys
Notes for Editors
About Sphere Medical (AIM: SPHR.L)
Sphere Medical is an innovative point-of-care medical device
company. Its Proxima platform measures blood gases, electrolytes
and metabolites at the patient's bedside and aims to improve
patient care and reduce health system costs. For further
information, please visit www.spheremedical.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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