Sarossa PLC Result of GM (0568L)
06 Janvier 2016 - 4:42PM
UK Regulatory
TIDMSARS
RNS Number : 0568L
Sarossa PLC
06 January 2016
Sarossa plc
("Sarossa" or the "Company")
Result of GM
Sarossa is pleased to announce that at the General Meeting (GM)
of the Company held earlier today in connection with the proposed
Cancellation of its Shares from Admission to AIM, a proposed
Buyback of Shares and the proposed waiver of Rule 9 of the City
Code on Takeovers and Mergers, all resolutions were passed by
shareholders.
Effect of Cancellation
The Cancellation will take effect at 7.00 a.m. on 1 February
2016.
Following the Cancellation, there will be no market facility for
dealing in the Shares and no price will be publicly quoted for
Shares as from close of business on 29 January 2016. As such,
interests in Shares are unlikely thereafter to be readily capable
of sale and where a buyer is identified, it may be difficult to
place a fair value on any such sale.
As a public company with its registered office, place of central
management and control in the Channel Islands, the Company will
remain subject to the City Code. The City Code is issued and
administered by the Takeover Panel. The City Code and the Takeover
Panel operate principally to ensure that Shareholders are treated
fairly and are not denied an opportunity to decide on the merits of
a takeover and that Shareholders of the same class are afforded
equivalent treatment by an offeror. The City Code also provides an
orderly framework within which takeovers are conducted. In
addition, Shareholders may be required to approve other
transactions, such as share buybacks or the issue of further
equity, so as to ensure that no obligation arises for any
Shareholder or potential Shareholder to make a mandatory offer
under Rule 9 of the City Code.
The Directors are aware that certain Shareholders may be unable
or unwilling to hold Shares once the Cancellation becomes
effective. To the extent that Shareholders are unable or unwilling
to hold Shares following the Cancellation becoming effective, such
Shareholders should consider selling their interests in the market
prior to the Cancellation becoming effective.
Buyback of Shares authority
Shareholders have today approved an authority to enable the
Company to buy back up to a further 81,518,446 Shares (representing
approximately 15.00 per cent. of the Company's current issued
ordinary share capital), having already bought back 95,904,055
Shares in the year to date. The Buyback is intended to provide
demand for the Shares, thereby affording Shareholders with an
opportunity to realise their investment prior to the Cancellation
becoming effective, which as stated above will take effect on 1
February 2016.
Website and availability of Interim Report to 31 December
2015
The Company will continue to post relevant information on its
website (www.sarossaplc.com) and to hold general meetings in
accordance with the applicable statutory requirements and the
Company's articles of association.
It is the intention of the Company to approve its Interim Report
to 31 December 2015 on 30 March 2016 and post this to its website
on that date.
Investments and net asset value of the Company
As a result of changes since 30 June 2015 in the London Stock
Exchange market price quotations of shares in the Company's
principal investment portfolio businesses, comprising Silence
Therapeutics Plc, in which the Company has an equity interest of
3.14 per cent. and Plant Health Care Plc, in which the Company has
an equity interest of 5.35 per cent, the Company's investment and
net asset valuations at today's date are around 20 per cent. lower
than those at 30 June 2015 (the date to which the latest published
audited accounts of the Company were prepared).
Ends
Contacts:
Sarossa Plc
Mike Bretherton, Chairman 01534 719760
WH Ireland Limited (Nominated adviser)
Chris Fielding, Head of Corporate Finance 020 7220 1650
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise:
"Admission" admission of the Ordinary Shares to trading
on AIM
"AIM" the market of that name operated by the
London Stock Exchange
"Buyback" the proposed acquisition by the Company
of up to 81,518,446 Ordinary Shares
"Cancellation" the proposed cancellation of Admission
"City Code" the City Code on Takeovers and Mergers
"Company" or Sarossa Plc
"Sarossa"
"Shares" ordinary shares of 1p each in the capital
of the Company
This information is provided by RNS
The company news service from the London Stock Exchange
END
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