TSE Touchstone Grp

 

TIDMTSE 
 
RNS Number : 6338Z 
Touchstone Group PLC 
24 September 2009 
 

 
 
Touchstone Group plc 
24 September 2009 
Notice of General Meeting 
 
 Touchstone Group plc, the AIM-quoted provider of business software 
solutions and consultancy services announces that it has today posted a letter 
to shareholders adjourning the general meeting convened for 12 October 2009 as 
previously announced on 16 September 2009 and convening a new general meeting 
which is to be held at 11.00am on 19 October 2009. Extracts from the letter 
posted today are contained below. Definitions in this announcement shall bear 
the same meaning as those in the letter to Shareholders. 
For further information, please contact: 
Enquiries to: 
Keith Birch, Chief Executive Officer 
Chris Butler, Finance Director 
Touchstone Group plc                          020 7121 4700 
 
 
Matt Davis 
Adam Rudd 
Brewin Dolphin (NOMAD)                     0845 270 8600 
 
 
AIM Cancellation, Tender Offer and Rule 9 Waiver 
 
 
Introduction 
 
 
For the reasons set out below, the general meeting of the Company scheduled for 
11.00 a.m. on 12 October 2009 to consider the proposals in relation to the 
cancellation of the Company's admission to trading on AIM, a limited buy-back of 
shares and a related waiver of certain obligations under Rule 9 of the City Code 
on Takeovers and Mergers ("Proposals") is to be adjourned and a new general 
meeting to consider the Proposals convened for 11.00 a.m. on 19 October 2009. 
 
 
If you wish to vote in relation to the Proposals you must therefore vote (in 
person or by proxy) at the 19 October General Meeting, rather than at the 12 
October General Meeting. Votes cast in relation to the 12 October General 
Meeting will not be taken into account. 
 
 
You can appoint a proxy to attend, speak and vote on your behalf at the 19 
October General Meeting by completing and returning the enclosed yellow proxy 
form in accordance with the instructions printed on the form. 
 
 
A blue proxy form for use at the 12 October General Meeting was sent to 
shareholders with the Circular dated 16 September.  If you have already returned 
that proxy form or otherwise appointed a proxy in relation to the 12 October 
General Meeting, you must still complete and return the enclosed yellow proxy 
form in order for your vote to be taken into account in relation to the 
Proposals.  Votes cast in relation to the 12 October General Meeting using the 
blue proxy form will not be taken into account. 
 
 
If you have not yet returned the blue proxy form or otherwise appointed a proxy 
in relation to the 12 October General Meeting, then you do not need to do so. 
You simply need to vote at the 19 October General Meeting and return the yellow 
proxy form enclosed if you wish to appoint a proxy to vote in respect of the 
Proposals. 
 
 
 
 
Adjournment of General Meeting and Convening of New General Meeting 
 
 
On 16 September 2009 a circular ("Circular") was sent to shareholders by the 
Company setting out the detailed terms of the Proposals. 
 
 
The Circular contains a notice of general meeting to be held at 11.00 a.m. on 12 
October 2009. The Notice sets out three resolutions ("Resolutions") seeking 
shareholder authority in respect of: (1) the AIM cancellation; (2) the buy-back 
pursuant to the tender offer; and (3) the waiver of the obligations under Rule 9 
of the City Code on Takeovers and Mergers. 
 
 
The date of expiry of the authority sought by Resolution 2 of the Resolutions 
contains a typographical error in that the authority is expressed to expire on 
"8 January 2009" rather than "8 January 2010" as intended. Your Board has been 
advised that this could affect the validity of the Resolutions and, for this 
reason, while the 12 October General Meeting will take place, the Board have 
decided to: 
 
 
· adjourn (with the consent of those present at the meeting) the 12 October 
General Meeting indefinitely and, to the extent that the 12 October General 
Meeting is not so adjourned, the Board have decided not to act on any of the 
authorities granted at the meeting; and 
 
 
· convene a new general meeting for 11.00 a.m. on 19 October 2009 to enable the 
amended Resolutions to be considered by shareholders. 
 
Shareholders who wish to vote in respect of the Proposals must therefore do so 
at the 19 October General Meeting. Votes cast in relation to the 12 October 
General Meeting will not be taken into account. 
 
 
 
 
Notice of New General Meeting and Proxy Form 
 
 
A notice convening a new general meeting to be held at the offices of our 
nominated adviser, Brewin Dolphin Limited, at 12 Smithfield Street, London EC1A 
9BD at 11.00 a.m. on 19 October 2009, is enclosed with this letter together with 
a yellow proxy form for use at the 19 October General Meeting. 
 
 
The amended Resolutions are set out in the enclosed notice and are identical in 
all material respects to the Resolutions set out in the Circular save that the 
authority in Resolution 2 is expressed to expire on 8 January 2010. 
 
 
I encourage you to complete and return the enclosed yellow proxy form in respect 
of the 19 October General Meeting as soon as possible and, in any event, so as 
to be received by our registrars, Capita Registrars, no later than 11.00 a.m. on 
17 October 2009. Information regarding its completion and return is set out in 
the enclosed notice convening the 19 October General Meeting and in the proxy 
form itself. The completion and return of a proxy form does not preclude you 
from attending and voting at the 19 October General Meeting should you so wish. 
 
 
As mentioned above, shareholders who wish to vote in respect of the Proposals 
must do so (in person or by proxy) at the 19 October General Meeting. If you 
wish to vote by proxy, you must therefore return the yellow proxy form enclosed 
with this letter in relation to the 19 October General Meeting. 
 
 
A blue proxy form for use at the 12 October General Meeting was sent to 
shareholders with the Circular dated 16 September. If you have already returned 
that proxy form or otherwise appointed a proxy in relation to the 12 October 
General Meeting, you must still complete and return the enclosed yellow proxy 
form in order for your vote to be taken into account in relation to the 
Proposals. Votes cast in relation to the 12 October General Meeting using the 
blue proxy form will not be taken into account. 
 
 
If you have not yet returned the blue proxy form or appointed a proxy in 
relation to the 12 October General Meeting, then you do not need to do so. You 
simply need to vote at the 19 October General Meeting and return the yellow 
proxy form enclosed if you wish to appoint a proxy to vote in respect of the 
Proposals. 
 
 
 
 
Tender Offer 
 
 
The typographical error in the notice of the 12 October General Meeting and the 
convening of the 19 October General Meeting do not in any respect affect the 
tender procedure or Tender Forms dispatched to shareholders whose holdings are 
certificated. 
 
 
However, in light of the fact that the amended Resolutions will be voted on at 
the 19 October General Meeting: 
 
· the latest time and date for receipt of the Tender Forms and TTE Instructions 
in relation to the tender offer has been extended to 1.00 p.m. on 19 October 
2009; 
 
· the Tender Offer Record Date (as defined in the Circular) has been extended to 
5.00 p.m. on 19 October 2009; 
 
· the expected date for announcement of the results of the tender offer has been 
extended to 20 October 2009; and 
 
· completion of the tender offer will be conditional upon the passing of the 
amended Resolutions proposed at the 19 October General Meeting and the date for 
satisfaction of the tender offer conditions has been extended to 20 October 
2009. 
 
 
 
2009 AGM 
 
 
The date for the 2009 Annual General Meeting has not changed. The 2009 Annual 
General Meeting will still be held at 12 Smithfield Street, London EC1A 9BD at 
12 midday on 12 October 2009. 
 
 
Shareholders who wish to appoint a proxy to attend, speak and vote on their 
behalf at the 2009 Annual General Meeting can do so by completing and returning 
the white proxy form sent to shareholders with the Circular dated 16 
September in accordance with the instructions printed on the form. 
 
 
 
 
Your Board regrets any inconvenience caused to shareholders and look forward to 
seeing shareholders at the 2009 Annual General Meeting on 12 October and at the 
19 October General Meeting. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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