Result of EGM

RNS Number : 0251C

Ten Alps PLC

25 April 2012

 



Ten Alps Plc

Result of EGM

Media group Ten Alps Plc ("Ten Alps" or the "Company") is pleased to announce that all resolutions proposed at the extraordinary general meeting (EGM) held earlier today were duly passed.

The Resolutions passed at the EGM were as follows:

1.   an ordinary resolution to approve the Waiver from the obligations on the Concert Party that would otherwise arise under Rule 9 of the Takeover Code. This resolution was taken on a poll by Independent Shareholders voting in person or by proxy at the EGM;

2.   an ordinary resolution to authorise the Directors to allot the Subscription Shares and to provide the Directors with a general authority to allot an additional 126,270,500 ordinary shares of 2p each (Ordinary Shares).

3.   a special resolution to authorise the Directors to allot the Subscription Shares and to allot an additional 25,254,100 Ordinary Shares, in each case other than on a pre-emptive basis.

The Concert Party comprises Herald Investment Trust plc (HIT) together with Herald Venture Limited Partnership (HVLP), Herald Venture Limited Partnership II (HVLP II), Herald Venture Limited Partnership III (HVLP III) and the John Booth Parties. HIT, HVLP, HVLP II and HVLP III are deemed to be acting in concert (as defined in, and for the purposes of, the Takeover Code) by reason of the investments of each such entity being managed since their inception by Herald Investment Management Limited (HIML).  Directors and key employees of HIT, HVLP, HVLPII, HVLP III, and HIML are also deemed to be in concert with them. John Booth, a director of HIML, holds shares in his own name and is subscribing, together with The John Booth Charitable Trust, for shares pursuant to the Subscription.

Issue of Ordinary Shares and Total Voting Rights

As a result, the Company will now issue 120,000,000 Ordinary Shares pursuant to the Subscription.

Application has been made for the Subscription Shares to be admitted to trading on AIM, which is expected to occur on or around 26 April 2012. The Subscription Shares will, if they are admitted, rank pari passu with existing ordinary shares in the Company.

Following admission to trading of the Subscription Shares, the Company will have an issued share capital of 252,541,012 ordinary shares of 2 pence each. The Company has no shares in Treasury, therefore the total number of voting rights in the Company will be 252,541,012 .

The above total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the FSA's Disclosure and Transparency Rules.

Directors' and other shareholdings

Following the issue of 120,000,000 Ordinary Shares, HIT and other members of the Concert Party, Directors and other investors will be interested in the ordinary shares of the Company following the Subscription as follows:

	Number of Ordinary Shares held prior to the Subscription	Percentage of Ordinary Shares held prior to the Subscription	Number of new Ordinary Shares to be acquired pursuant to the Subscription	Number of Ordinary Shares following completion of the Subscription	Percentage of Enlarged Share Capital
Directors
P M Bertram	312,500	0.24	2,000,000	2,312,500	0.92
N Patel	330,500	0.25	600,000	930,500	0.37
R F Z Geldof KBE	4,324,728	3.26	7,050,000	11,374,728	4.50
T J D Hoare	4,161,000	3.14	4,000,000	8,161,000	3.23
A B Walden	68,750	0.05	-	68,750	0.03
Concert Party
HIT	31,360,343	23.66	52,539,400	83,899,743	33.22
HVLP	1,856,930	1.40	-	1,856,930	0.74
HVLP II	825,388	0.62	-	825,388	0.33
HVLP III	660,367	0.50	-	660,367	0.26
John Booth Parties	3,218,750	2.43	24,594,800*	27,813,550*	11.01
Concert Party	37,921,778	28.61	77,134,200	115,055,978	45.56
Others
Artemis	4,375,000	3.30	19,675,800	24,050,800	9.52
Caldwell	4,484,305	3.80	8,000,000	12,484,305	4.94

*Included in these amounts are 10,000,000 shares to be acquired on behalf of The John Booth Charitable Trust

Definitions

Capitalised terms used, but not defined in this announcement shall have the meaning as given to them in the announcement and circular to Shareholder (Circular) published by the Company on 2 April 2012.

A copy of the Circular is available the Company's website, www.tenalps.com.

For further information, please contact:

Ten Alps plc
Peter Bertram, Chairman	Tel: [phone]
c/o Moira McManus
www.tenalps.com
Grant Thornton, Nominated Adviser	Tel: [phone]
Colin Aaronson / Jen Hatter
www.grant-thornton.co.uk
Canaccord Genuity, Broker
Bhavesh Patel/ Kit Stephenson	Tel: [phone]
www.canaccordgenuity.com

 

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