SPARK Ventures plc
("SPARK" or the "Company")
Result of AGM
The Company is pleased to announce that at the Annual General Meeting of the Company held at 10.00 a.m. today, all Resolutions, including Resolution 10 to approve the proposed Return of Cash, were duly passed on a show of hands.
Under the Return of Cash structure, Shareholders will receive a distribution of one penny per Existing Ordinary Share, structured as either income or a capital return according to the individual elections of each Shareholder.
Subject to Admission, each Existing Ordinary Share will be sub-divided into one New Ordinary Share together with either one B Share or one C Share.
Shareholders will receive one C Share for each such Existing Ordinary Share they held at the Record Time unless they have elected to receive B Shares in respect of some or all of their holding of Existing Ordinary Shares, in which case they will receive one B Share for each such Existing Ordinary Share held at the Record Time.
Shareholders who receive C Shares will be paid a special dividend of one penny per C Share held which will be paid by 7 October 2011. Following payment the C Shares shall automatically convert into 2011 Deferred Shares. Shareholders who receive B Shares will have them purchased by Collins Stewart as principal pursuant to the Tender Offer for one penny per B Share, with such payment to be made by 7 October 2011. Collins Stewart has a put option to sell such B Shares to the Company for cancellation pursuant to the Repurchase Agreement.
The Return of Cash is conditional on (a) the Repurchase Agreement becoming unconditional and not being terminated and (b) Admission.
Application has been made for the New Ordinary Shares to be admitted to trading on AIM, with Admission to become effective and dealings expected to commence at 8.00 a.m. on 29 September 2011.
Share certificates will not be issued nor will CREST accounts be credited in respect of New Ordinary Shares arising as a result of the Share Split. Existing share certificates will remain valid with new certificates only being issued as a result of subsequent changes in the register. Shareholders who hold their Existing Ordinary Shares in CREST will hold their New Ordinary Shares under the existing ISIN.
For further information, please contact:
SPARK Ventures plc |
Andrew Betton / David Potter
|
020 7851 7777 |
Collins Stewart |
Matt Goode / Sebastian Jones
|
020 7523 8350 |
Capitalised terms used in this announcement have the meaning given to them in the circular to Shareholders dated 31 August 2011.
Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for SPARK Ventures plc and is acting for no-one else in connection with the Return of Cash and will not be responsible to anyone other than SPARK Ventures plc for providing the protections afforded to clients of Collins Stewart Europe Limited nor for providing advice in connection with the Return of Cash or any other matter referred to herein.