TIDMTRS
RNS Number : 9456H
Tarsus Group PLC
06 June 2011
6 June 2011
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND,
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION IS UNLAWFUL
Tarsus Group plc
Results of Extraordinary General Meeting
Acquisition of IFO and Placing update
Tarsus Group (LSE: TRS), the international business-to-business
media group is pleased to announce that the Resolutions put to
Shareholders at the Extraordinary General Meeting held earlier
today were duly passed.
On 19 May 2011 the Company announced that Investec had placed
11,347,517 new Ordinary Shares with new and existing institutional
investors at the Placing Price of 141.0 pence per Placing Share to
raise approximately GBP16.0 million in connection with the
acquisition of IFO. The Placing is conditional upon Admission.
Application has been made to the UK Listing Authority and to the
London Stock Exchange for the Placing Shares to be admitted to the
Official List of the UK Listing Authority and to trading on the
main market for listed securities of the London Stock Exchange,
respectively. It is expected that Admission will take place and
that dealings on the London Stock Exchange in the Placing Shares
will commence at 8.00 a.m. (London time) on 7 June 2011.
The final proxy voting position as received by the Company in
advance of the meeting is set out below:
% share
capital
voted
For (i) Against (ii)
Votes
Votes % shares % shares withheld
Resolution cast Number voted Number voted (iii)
1 55,649,806 55,640,897 99.98% 8,909 0.02% 73.74% 77,584
2 55,649,806 55,639,897 99.98% 9,909 0.02% 73.74% 77,584
Notes:
(i) Any proxy appointments which gave discretion to the Chairman
or the Company Secretary have been included in the 'For' total.
(ii) Issued ordinary share capital at 6 June 2011: 75,472,624
Ordinary Shares.
(iii) A 'Vote Withheld' is not counted towards the votes cast
'For' or 'Against' a resolution.
A copy of the resolutions passed at the Extraordinary General
Meeting has been submitted to the National Storage Mechanism and
will shortly be available for inspection at
www.hemscott.com/nsm.do
For further information contact:
Tarsus Group plc
Douglas Emslie, Group Managing
Director 020 8846 2700
Ashley Milton, Group Finance
Director 020 8846 2700
Investec Investment Banking (Sponsor, Financial Adviser and
Broker)
Bruce MacInnes 020 7597 5970
Patrick Robb
David Anderson
Madano Partnership
Matthew Moth 020 7593 4000
Terms defined in the announcement by the Company on 19 May 2011
shall have the same meaning in this announcement.
Certain statements made in this announcement constitute
forward-looking statements. Forward-looking statements can be
identified by the use of words such as "may", "will", "should",
"predict", "assurance", "aim", "hope", "risk", "expect", "intend",
"estimate", "anticipate", "believe", "plan", "seek", "continue" or
other similar expressions that are predictive or indicative of
future events. All statements other than statements of historical
facts included in this announcement, including, without limitation,
those regarding the Group's expectations, intentions and beliefs
concerning, amongst other things, the Group's results of
operations, financial position, growth strategy, prospects,
dividend policy and the industries in which the Group operates, are
forward-looking statements. By their nature, such forward-looking
statements involve known and unknown risks, uncertainties and other
factors, many of which are outside the control of the Group and the
Directors, which may cause the actual results, performance,
achievements, dividends of the Group or industry results to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. As such, forward-looking statements are no guarantee of
future performance.
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Investec or by any of its affiliates or agents as to or in relation
to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
Investec, which is authorised and regulated by the FSA, is
acting exclusively for Tarsus solely in connection with the Placing
and for no one else and will not be responsible to anyone other
than Tarsus for providing the protections afforded to the customers
of Investec or for providing advice in relation to the Placing or
any other matter referred to in this announcement.
The distribution of this announcement in certain jurisdictions
may be restricted by law. This announcement is for information
purposes only and does not constitute or form part of any offer to
issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Australia,
New Zealand, Canada, Japan or South Africa or in any jurisdiction
in which such offer or solicitation would be unlawful and should
not be relied upon in connection with any decision, or as any
inducement, to subscribe for or acquire any new Ordinary Shares. In
particular, this announcement does not constitute or form part of
any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in the United
States. No public offer of securities is being made in the United
Kingdom or elsewhere.
This announcement is not an offer of securities for sale or a
solicitation of any offer to purchase securities in the United
States. Placing Shares may not be offered or sold in the United
States absent registration under the US Securities Act of 1933, as
amended (the 'US Securities Act') or an exemption therefrom. The
Company has not and does not intend to register any securities
under the US Securities Act and does not intend to offer any
securities to the public in the United States. No money, securities
or other consideration from any person inside the United States is
being solicited and, if sent in response to the information
contained in this announcement, will not be accepted. The Placing
Shares have not been and will not be registered with any regulatory
authority of any state within the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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