Result of AGM

RNS Number : 5279V

Flomerics Group PLC

29 May 2008

 



29 May 2008 

Flomerics Group PLC

Results of AGM

Following its announcement yesterday, the board of Flomeric's Group PLC (the "Company") has been requested to clarify the result of its AGM which was duly convened and held on 28 May 2008.

The outcome of the resolutions put to shareholders of the Company at its AGM was as follows:

1.    all the resolutions proposed relating to the items of ordinary business referred to in the
       notice of the AGM were carried unanimously by those shareholders present (including
       Mentor Graphics Corporation's representatives); however

2.    the resolutions proposed relating to the items of special business referred to in the notice
       of the AGM to grant the directors authority to allot a limited number of new shares, to dis
       apply the statutory pre-emption rights, amongst other things, to permit limited issues of
       shares other than on a pre-emptive basis and to permit the Company to make market
       purchases of up to 10% of its issued shares (as at 31 December 2007) were not carried,
       each having been defeated on a poll.

On each of the resolutions on which a poll was held, sixty eight shareholders, holding 5,011,572 shares in total and accounting for approximately 42.3% of the votes cast, voted in favour. Mentor Graphics Corporation was the only shareholder which voted against these resolutions and voted 6,821,715 shares on each of them (accounting for approximately 57.7% of the votes cast). In total, votes were cast in respect of 11,833,287 shares on each of these resolutions, representing approximately 52% of the issued share capital of the Company.

While the defeat of these resolutions may limit the Company's flexibility after the offer period for the offer made by Mentor Graphics Corporation for the shares in the Company, the Company is in in any event, subject to the consent of the Panel on Takeovers and Mergers, restricted by The City Code on Takeovers and Mergers from issuing shares or making purchases of its shares during the offer period.

- Ends -

www.flomerics.com

Retail shareholder helpline: 0800 987 8753

Enquiries: 

Flomerics Group PLC Gary Carter Keith Butcher	Tel: [phone]
Jefferies International Ltd (Financial adviser to Flomerics) Andres Pieczanski Sarah McNicholas	Tel: [phone]
Oriel Securities Limited (Nominated Adviser and Corporate Broker to Flomerics) Andrew Edwards Michael Shaw	Tel: [phone]
Citigate Dewe Rogerson Ginny Pulbrook Seb Hoyle	Tel: [phone]
Salisbury Associates (Proxy Solicitation Company) David Chase Lopes	Tel: [phone]

Jefferies International Limited ('Jefferies International'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Flomerics and no-one else in connection with the matters referred to herein and will not be responsible to anyone other than Flomerics for providing the protections afforded to clients of Jefferies International or for giving advice in relation to such matters.

Oriel Securities Limited ('Oriel Securities'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Flomerics and no-one else in connection with the matters referred to herein and will not be responsible to anyone other than Flomerics for providing the protections afforded to clients of Oriel Securities or for giving advice in relation to such matters.

Dealing Disclosure Requirements 

Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Flomerics, all 'dealings' in any 'relevant securities' of that company (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 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn 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 Flomerics, 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 Flomerics by a potential offeror or by Flomerics, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London 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 Takeover 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 Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Takeover Panel.

 

END

 

 

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