Eckoh PLC
22 February 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA, SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN
Eckoh Plc ('Eckoh' or the 'Company')
Results of the Extraordinary General Meeting and the Purchase and Cancellation
of Shares
1. Background
On 16 January 2007 the Company announced that it proposed to return up to
approximately £7 million of cash to Eligible Shareholders by way of a tender
offer (the 'Tender Offer').
A circular (the 'Circular') dated 16 January 2007 was posted to Shareholders
containing full details of the Tender Offer and including a notice of an
Extraordinary General Meeting (the 'EGM') to authorise the Company's purchase of
its Ordinary Shares under the Tender Offer and to grant the Company authority to
make market purchases of its Ordinary Shares.
Unless the context otherwise requires, the definitions used in the Circular also
apply in this announcement.
2. Extraordinary General Meeting
The Board of the Company announces that at the EGM of the Company held earlier
today both special resolutions were duly passed by shareholders, so that:
- approval has been given for the Company's purchase
of its Ordinary Shares pursuant to the Tender Offer; and
- the Company has been given further authority to make
market purchases of its Ordinary Shares.
3. Tender Offer
Resolution 1 having been duly passed, and all the other conditions to the Tender
Offer having been satisfied, the Company has today:
- accepted valid tenders received under the Tender Offer in the
following order of priority:
(i) first, tenders of up to 2,000 Ordinary Shares (inclusive)
submitted at or below 13 pence per Ordinary Share have been accepted in full,
but only in respect of those Shareholders with a registered holding of 2,000
Ordinary Shares or less on the Record Date who tendered in respect of all the
Ordinary Shares in their holding;
(ii) second, tenders submitted below 13 pence per Ordinary Share
have been accepted in full; and
(iii) finally, all other tenders submitted at 13 pence per
Ordinary Share (including Strike Price Tenders) have been accepted but have been
scaled back to ensure that the aggregate consideration paid to Shareholders does
not exceed £7 million. Such tenders have been scaled back pro rata at a rate of
53.628673 per cent.; and
- completed the Purchase Contract and purchased and cancelled the
successfully tendered Ordinary Shares, being a total of 53,846,084 Ordinary
Shares (representing approximately 22 per cent. of the existing issued share
capital of the Company).
The 53,846,084 Ordinary Shares that have been purchased and cancelled will not
be available for re-issue.
The purchase of 53,846,084 Ordinary Shares will result in approximately £7
million of cash being returned to the Company's shareholders.
CREST accounts will be credited with the Tender Offer proceeds and cheques for
payment for Ordinary Shares purchased pursuant to the Tender Offer will be
despatched by 27 February 2007.
Date: 22 February 2007
For further enquiries, please contact:
Eckoh plc
Tel: 08701 100 700
Nik Philpot, Chief Executive Officer
Adam Moloney, Group Finance Director
Corporate Synergy Plc
Tel: 020 7448 4400
Jerry Keen / John Prior
Buchanan Communications
Tel: 020 7466 5000
Mark Edwards / Jeremy Garcia
Corporate Synergy plc, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for the Company and no one else in
connection with the Tender Offer and will not be responsible to anyone other
than the Company for providing the protections afforded to customers of
Corporate Synergy or for giving advice in relation to the Tender Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
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