TIDMETQ TIDMFAN

RNS Number : 0118J

Energy Technique PLC

14 December 2015

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

14 December 2015

RECOMMENDED CASH OFFER

for

Energy Technique plc ("ETQ")

by

Volution Group plc ("Volution")

Results of voting at Court Meeting and General Meeting

ETQ is pleased to announce that earlier today the resolution to approve the Scheme was passed by the requisite majority of Scheme Shareholders at the Court Meeting convened pursuant to an order of the High Court and the Special Resolution was also passed by the requisite majority of ETQ Shareholders at the General Meeting immediately following the Court Meeting, in each case without modification to the terms set out in the notice of each meeting as set out in the circular posted to shareholders on 23 November 2015 (the "Scheme Document").

Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

Court Meeting

At the Court Meeting held on 14 December 2015 at 11.00 a.m., the resolution to approve the Scheme, was passed by the requisite majority of Scheme Shareholders by way of a poll.

The results of voting at the Court Meeting were as follows:

 
     Resolution to approve the           For      Against    Total 
               Scheme 
------------------------------------  ----------  -------  ---------- 
  Number of Scheme Shareholders 
   who voted                           132*        7*       139* 
------------------------------------  ----------  -------  ---------- 
  Percentage of Scheme Shareholders 
   who voted                           16.58%      0.87%    17.45% 
------------------------------------  ----------  -------  ---------- 
  Number of Scheme Shares 
   voted                               2,002,247   16,978   2,019,225 
------------------------------------  ----------  -------  ---------- 
  Percentage of eligible 
   Scheme Shares voted                 99.16%      0.84%    100% 
------------------------------------  ----------  -------  ---------- 
 

The total number of votes validly cast was 2,019,225, representing 74.13% of the Scheme Shares.

General Meeting

At the General Meeting held on 14 December 2015 at 11.15 a.m., the Special Resolution as set out in the notice of the General Meeting included in the Scheme Document was passed by the requisite majority of shareholders by way of a poll.

The full text of the Special Resolution is set out in the Notice of General Meeting in the Scheme Document which is available on ETQ's website at www.diffusion-group.com.

The results of voting at the General Meeting were as follows:

 
            Resolution                 For      Against      Total      Withheld 
                                                           (excluding 
                                                           withheld) 
---------------------------------  ----------  --------  ------------  --------- 
  Number of ETQ Shares voted        2,002,187   16,958    2,019,145     40 
---------------------------------  ----------  --------  ------------  --------- 
  Percentage of ETQ Shares voted    99.16%      0.84%     100%          0.0019% 
---------------------------------  ----------  --------  ------------  --------- 
 

Valid proxy votes (including votes withheld) were received in respect of a total of 2,019,185 ETQ Shares, representing 74.13 per cent. of the total number of votes capable of being cast at the General Meeting. The above figures include votes cast by way of proxy. Votes withheld are not counted in the proportion of votes "for" or "against".

Shares in issue: 2,723,566.

Implementation of the Scheme remains subject to the satisfaction or (if capable of waiver) waiver of certain conditions which are set out in Part Three of the Scheme Document. These include the High Court making an order sanctioning the Scheme at a Court Hearing which is expected to take place on 17 December 2015. The Scheme will become effective upon the delivery to the registrar of companies for England and Wales of a copy of the Court order sanctioning the Scheme. The Scheme is expected to become effective on 21 December 2015.

Dealings in ETQ Shares are expected to be suspended by 7:30 a.m. on 17 December 2015. It is expected that the cancellation and delisting of ETQ Shares will occur at 8:00 a.m. on 22 December 2015, the day following the Effective Date of the Scheme.

The dates stated above are indicative only and will depend, among other things, on the date on which the Conditions are satisfied or (if capable of waiver) waived and the date on which the Court sanctions the Scheme.

A full indicative timetable is contained on page 7 of the Scheme Document.

All references to time in this Announcement are to UK time.

Internet users will be able to view this announcement, together with other information about ETQ, on ETQ's website at www.diffusion-group.com on the business day following this announcement.

Enquiries

Energy Technique plc

Leigh Stimpson +44 (0) 20 8783 0033

Rob Unsworth +44 (0) 20 8783 0033

Cavendish Corporate Finance LLP (Financial Adviser to Energy Technique plc)

   Andrew Jeffs/Philip Barker                                                 +44 (0) 20 7908 6000 

finnCap Ltd (Nominated Adviser and Broker to Energy Technique plc)

   Ed Frisby/Scott Mathieson                                                +44 (0) 20 7220 0500 

Volution Group plc

Ronnie George +44 (0) 1293 441501

Ian Dew +44 (0) 1293 441536

Liberum Capital Limited (Financial Adviser and Broker to Volution Group plc)

   Neil Patel/Richard Bootle                                                    +44 (0) 20 3100 2222 

Brunswick (Financial Public Relations Adviser to Volution Group plc)

   Craig Breheny/Simone Selzer/                                            +44 (0) 20 7404 5959 

Chris Buscombe

Liberum Capital Limited, which is authorised and regulated by the FCA, is acting exclusively for Volution and no-one else in connection with the Acquisition and will not be responsible to anyone other than Volution for providing the protections afforded to clients of Liberum nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Cavendish Corporate Finance LLP, which is authorised and regulated by the FCA, is acting exclusively for ETQ and no-one else in connection with the Acquisition and will not be responsible to anyone other than ETQ for providing the protections afforded to clients of Cavendish nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Important notices

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of ETQ in any jurisdiction in contravention of applicable law. The Acquisition shall be made solely by means of the Scheme Document which shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

This Announcement has been prepared for the purpose of complying with the laws of England and Wales and the 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.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this Announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable 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 English law, the AIM Rules, the rules of the London Stock Exchange and the 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 of England.

The Acquisition will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction.

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December 14, 2015 12:05 ET (17:05 GMT)

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