TED Ted Baker Plc

 

TIDMTED 
 
RNS Number : 9183O 
Tepnel Life Sciences PLC 
16 March 2009 
 

 
 
 
Recommended acquisition 
of 
Tepnel Life Sciences plc ("Tepnel") 
by 
Gen-Probe Incorporated ("Gen-Probe") 
to be effected by means of a scheme of arrangement under Part 26 of the 
Companies Act 2006 
Results of meetings 
The Tepnel Board is pleased to announce that the shareholder resolutions to 
approve the recommended acquisition of Tepnel by Gen-Probe, to be effected by 
means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the 
"Offer"), were duly passed at the Court Meeting and the General Meeting held 
earlier today. 
At the Court Meeting, a majority in number of Tepnel Shareholders, who voted 
either in person or by proxy and who together represented over 75% by value of 
the votes cast, voted in favour of the resolution to approve the Scheme. The 
resolution was accordingly passed. 
At the General Meeting, the Special Resolution to approve the Scheme and provide 
for its implementation was also passed by the requisite majority. 
COURT MEETING The voting on the resolution to approve the Scheme was taken on a 
poll and the results were as follows: 
Number of  Tepnel Shareholders voting: For: 879 (92.42%) Against: 72 (7.58%) 
Number of votes: For: 137,059,786 (99.71%) Against: 386,724 (0.29%) 
Percentage of eligible Scheme Shares voted : For: 55.04% Against: 0.15% 
 
 
GENERAL MEETING The voting on the Special Resolution giving effect to the Scheme 
was taken on a poll and the results were as follows: 
Number of votes: For: 132,736,726 (99.84%) Against: 206,166 (0.16%) Withheld: 
9,946 
Implementation of the Offer remains subject to the High Court of Justice for 
England and Wales sanctioning the Scheme at the Court Hearing which is expected 
to take place on 3 April 2009 and confirming the associated reduction of 
Tepnel's share capital at the Court Hearing which is expected to take place on 7 
April 2009. Subject to the Scheme receiving the sanction and confirmation of the 
Court on those dates, the Effective Date of the Scheme is expected to be 8 April 
2009. 
It is also expected that if the Scheme becomes Effective on 8 April 2009, the 
listing of and dealings in Tepnel Shares will be suspended with effect from 
7.00am on 8 April 2009. The consideration due to Scheme Shareholders will be 
sent no later than 14 days after the Effective Date. 
Any capitalised term used but not defined in this announcement has the same 
meaning as is given to it in the Scheme Document. 
For further information: 
Tepnel Life Sciences plc 
Ben Matzilevich, Chief Executive Officer 
Michael Slater, Group Finance Director 
Carol Smith, Group Marketing Communications Manager 
Tel: 0161 946 2200 
Capital MS&L 
Mary Clark or Joanna Whineray 
Tel: +44 20 7307 5330 
Seymour Pierce Limited 
Mark Percy 
Tom Sheldon 
Christopher Wren 
Tel: +44 20 7107 8000 
Seymour Pierce, which is authorised and regulated by the Financial Services 
Authority, is acting exclusively for Tepnel and no one else in connection with 
the Offer and will not be responsible to anyone other than Tepnel for providing 
the protections afforded to clients of Seymour Pierce or for providing advice in 
connection with the Offer or any matter referred to herein. 
Merrill Lynch is acting for Gen-Probe in connection with the Offer and no one 
else and will not be responsible to anyone other than Gen-Probe for providing 
the protections afforded to clients of Merrill Lynch or for providing advice in 
relation to the Offer, or any matter referred to herein. 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of Tepnel, all "dealings" in any "relevant securities" of 
Tepnel (including by means of an option in respect of, or a derivative 
referenced to, any such "relevant securities") must be publicly disclosed by no 
later than 3.30 p.m. (London time) on the Business Day following the date of the 
relevant transaction. This requirement will continue until the date on which the 
Scheme becomes effective or lapses or on which the "offer period" otherwise 
ends. If two or more persons act together pursuant to an agreement or 
understanding, whether formal or informal, to acquire an "interest" in "relevant 
securities" of Tepnel, they will be deemed to be a single person for the purpose 
of Rule 8.3. 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of Tepnel by Gen-Probe or Tepnel, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
Business Day following the date of the relevant transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, please contact an independent financial 
adviser authorised under the Financial Services and Markets Act 2000, consult 
the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on 
telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 ROMILFSFVDIRLIA 
 

Ted Baker (LSE:TED)
Historical Stock Chart
From Jun 2024 to Jul 2024

Ted Baker (LSE:TED)
Historical Stock Chart
From Jul 2023 to Jul 2024