Sondex PLC
09 October 2007
Sondex plc
("Sondex" or the "Company")
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS IN THAT JURISDICTION
Offer Update
9 October 2007
The recommended cash offer for the entire issued and to be issued share capital
of Sondex by Drilling and Wireline Solutions Limited ("DWSL"), a wholly-owned
subsidiary of General Electric Company: Results of Court Meeting and EGM.
The board of Sondex is pleased to announce that the resolutions to approve the
recommended cash offer for the Company by DWSL by means of a Scheme of
Arrangement (the "Scheme") under which the shareholders of Sondex will be
entitled to receive 460 pence per share were duly passed at the Court Meeting
and the Extraordinary General Meeting held today.
At the Court Meeting, a majority in number of Sondex shareholders entitled to
vote and present either in person or by proxy, and who together represented
over 75% by value of the Sondex Shares held by such shareholders, voted in
favour of the resolution to approve the Scheme. The resolution was accordingly
passed.
At the Extraordinary General Meeting, the special resolution to provide for the
implementation of the Scheme was also passed by the requisite majority.
COURT MEETING
The voting results on the resolution to approve the Scheme were as follows.
Of the total number of Scheme Shares voted:
• 99.96% voted for the resolution; and
• 0.04% voted against the resolution.
EXTRAORDINARY GENERAL MEETING
The voting results on the Special Resolution to implement the Scheme were as follows.
Of the total number of Sondex Shares voted:
• 99.48% voted for the resolution;
• 0.03% voted against the resolution; and
• 0.49% abstained.
Following the Court Meeting and the EGM, implementation of the Scheme and the
Offer remains subject to the satisfaction and/or waiver of certain Conditions,
which are set out in Part Three of the Scheme Document. These conditions
include the sanction of the Scheme and the Confirmation of the Capital
Reduction involved therein by the Court. The Scheme will only become effective
upon delivery to and registration by the Registrar of Companies of an official
copy of the Court Order. The Court hearing is expected to take place on 25
October 2007 and the Scheme is expected to become effective on 26 October 2007.
If the Scheme becomes effective on 26 October 2007, the cancellation of the
listing of Sondex Shares is expected to occur at 7.30 am on 26 October 2007.
The consideration due to Scheme Shareholders is expected to be sent on 26
October 2007 and, in any event, within 14 days of the effective date.
Copies of the resolutions passed at the Court Meeting and the EGM have been
submitted to the UK Listing Authority and will shortly be available for
inspection by the public during normal business hours on any weekday (except
public holidays) at the UK Listing Authority's Document Viewing Facility which
is situated at: The Financial Services Authority, 25 The North Colonnade,
Canary Wharf, London, E14 5HS.
The directors of Sondex accept responsibility for the information contained in
this announcement and, to the best of their knowledge and belief (having taken
all reasonable care to ensure that such is the case), the information contained
in this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information
Capitalised terms used have the same meaning as set out in the Scheme Document
dated 14 September 2007.
ENQUIRIES:
Sondex Tel: 01252 862 200
Martin Perry (Chief Executive)
Chris Wilks (Finance Director)
Investec Tel: 020 7597 5970
James Grace
Patrick Robb
Alex Thomas
College Hill Tel: 020 7457 2020
Nick Elwes
Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Sondex and no-one else
in connection with the Offer and will not be responsible to anyone other than
Sondex for providing the protections afforded to clients of Investec or for
providing advice in relation to the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
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