Result of General Meeting

RNS Number : 1253D

Corero Network Security PLC

24 April 2017

 

24 April 2017

Corero Network Security plc ("Corero" or the "Company")

Result of General Meeting

On 6 April 2017, the Company announced a conditional Placing and Subscription to raise up to approximately £5.6 million before expenses by the issue and allotment by the Company of up to 112,000,000 new Ordinary Shares at the Placing Price of 5 pence per Ordinary Share to certain institutional investors, the Concert Party and other investors. The Concert Party consists of Jens Montanana and Andrew Miller, both directors of the Company. On 6 April 2017, the Company also confirmed it had posted a circular containing a notice of General Meeting to shareholders of the Company seeking approval of the Transaction. The notice of General Meeting contained a Whitewash Resolution; a resolution seeking to give authority for the Directors to allot the New Ordinary Shares; and a special resolution dis-applying statutory pre-emption rights. In accordance with the requirements of the Takeover Panel for granting a Rule 9 Waiver, the notice provided that the Whitewash Resolution would be taken on a poll of Independent Shareholders.

The Company can confirm that at the General Meeting held earlier today the Whitewash Resolution, concerning the waiver of obligations under Rule 9 of the City Code in connection with (i) the proposed subscription of Subscription Shares by Jens Montanana and the Concert Party; and/or (ii) the exercise of any CP Share Options (being any Existing CP Share Options or New CP Share Options), was passed by means of a poll of Independent Shareholders. Further, both other resolutions were also passed. Admission of the 112,000,000 New Ordinary Shares is expected to occur tomorrow at 8.00 a.m. on 25 April 2017.

The Concert Party on Admission will in aggregate hold 139,091,437 Ordinary Shares of the Company representing 44.1 per cent. of the Company's Enlarged Share Capital at that date. Further if both members of the Concert Party exercise their rights under both the Existing CP Share Options and New CP Share Options (which will be granted shortly) in full, and assuming no other Ordinary Shares are issued by the Company following the date of this announcement (except for the New Ordinary Shares), then the Concert Party would have an interest in the Company of 144,925,437 Ordinary Shares representing 45.1 per cent of the Company's issued share capital at that date. Full details of the Concert Parties interests on Admission and potential interest in Ordinary Shares if both members of the Concert Party exercise their rights under the CP Share Options are set out below:

Director	Number of new Ordinary Shares subscribed for in the Subscription	Resulting number of Ordinary Shares held immediately following Admission	Resulting holding as a percentage of the Enlarged Share Capital	Number of New CP Share Options to be  granted shortly	Resulting holding as a percentage of the Enlarged Share Capital assuming the exercise of all of the CP Share Options and assuming no further issue of Ordinary Shares
Jens Montanana	68,696,010*	138,000,000**	43.8%	994,000	43.4%
Andrew Miller	200,000	1,091,437	0.3%	1,919,000	1.7%
Total	68,896,010	139,091,437	44.1%	2,913,000	45.1%

* of which 4,287,708 Ordinary Shares were subscribed for through JPM International Limited, which is wholly owned by Jens Montanana, and 64,408,302 Ordinary Shares were subscribed for through The New Millennium Technology Trust, of which Jens Montanana is a beneficiary.

** of which 25,987,889 Ordinary Shares are held in the name of JPM International Limited, 94,258,302 Ordinary Shares are held in the name of The New Millennium Technology Trust and the remainder are held in his own name via a nominee account

Finally, application has also been made to the London Stock Exchange for the admission of 140,000 Ordinary Shares to trading on AIM. The application relates to a historical issuance of shares to an Employee Share Ownership Trust.  It is also expected that Admission of these Ordinary Shares will occur and that dealings will commence at 8.00 a.m. on 25 April 2017.

Capitalised terms in this announcement shall have the same meaning as in the Circular that was posted by the Company on 6 April 2017.

Enquiries:

Corero Network Security plc
Andrew Miller, CFO		Tel: [phone]
Cenkos Securities plc		Tel: [phone]
Bobbie Hilliam - NOMAD Alex Aylen - Corporate Broking
Redleaf Communications		Tel: [phone]
Rebecca Sanders-Hewett/David Ison/Susie Hudson	[e-mail]

About Corero Network Security

Corero Network Security is the leader in real-time, high-performance DDoS defense solutions. Service providers, hosting providers and online enterprises rely on Corero's award winning technology to eliminate the DDoS threat to their environment through automatic attack detection and mitigation, coupled with complete network visibility, analytics and reporting. This next-generation technology provides a First Line of Defense® against DDoS attacks in the most complex environments while enabling a more cost effective economic model than previously available. For more information, visit www.corero.com

 

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