Result of EGM
Radstone Technology PLC
02 September 2003
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN PART OR IN WHOLE, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF IRELAND
2 September 2003
Radstone Technology PLC
Results of EGM and Placing and Open Offer
Radstone Technology PLC ("Radstone" or the "Company"), a supplier of rugged,
high-performance embedded computer products, subsystems and support software for
defence and aerospace applications, is pleased to announce that all resolutions
proposed at the Extraordinary General Meeting ("EGM") held earlier today were
duly passed. The EGM was convened to approve, inter alia, the acquisition of
Interactive Circuits and Systems Limited ("ICS") and the issue of the New
Radstone Shares in connection with the Acquisition and the Placing and Open
Offer.
The Open Offer of 3,541,414 New Radstone Shares to Qualifying Shareholders at
280 pence per Share closed at 3.00p.m. yesterday, 1 September 2003. By that time
valid applications had been received for 3,185,452 Open Offer Shares,
representing 89.9 per cent. of the Open Offer Shares. The Open Offer Shares,
save for the 12,251 Open Offer Shares which the Directors had irrevocably
undertaken to take up, had been conditionally placed with institutional and
other investors by Evolution Beeson Gregory at the time of the announcement of
the proposed acquisition of ICS and the placees have had their allocations
reduced to satisfy valid applications by Qualifying Shareholders under the Open
Offer.
In addition, 142,137 New Radstone Shares to be issued in connection with the
Placing and Open Offer, representing the New Radstone Shares which the Directors
of Radstone irrevocably undertook not to take up under the Open Offer, have been
conditionally placed with institutional and other investors by Evolution Beeson
Gregory.
The Acquisition and the Placing and Open Offer remain conditional, inter alia,
on admission of the Placing and Open Offer Shares to the Official List of the UK
Listing Authority and to trading on the London Stock Exchange's market for
listed securities.
The Placing and Open Offer Shares are expected to be admitted to listing at 8.00
a.m. on 4 September 2003 and dealings in them will commence at that time.
Completion of the Acquisition is expected to become fully unconditional on 4
September 2003. The Placing and Open Offer Shares are expected to be credited to
the appropriate CREST stock account by 4 September 2003 and definitive share
certificates in respect of the Placing and Open Offer Shares are expected to be
despatched by no later than 8 September 2003.
Terms used in this announcement have the same meanings as in the Circular sent
to Shareholders on 8 August 2003.
Contacts:
Radstone Technology PLC
Charles Paterson, Group Managing Director Tel: 01327 359 444
Jeff Perrin, Finance Director
Close Brothers Corporate Finance Limited
Andrew Cunningham Tel: 020 7655 3100
Evolution Beeson Gregory Limited
Tim Worlledge Tel: 020 7488 4040
Buchanan Communications Limited
Tim Thompson Tel: 020 7466 5000
Nicola Cronk
Close Brothers Corporate Finance Limited and Evolution Beeson Gregory Limited
are each acting exclusively for Radstone Technology PLC and for no one else in
connection with the Acquisition and the Placing and Open Offer and will not be
responsible to anyone other than Radstone Technology PLC for providing the
protections afforded to clients of Close Brothers Corporate Finance Limited or
Evolution Beeson Gregory Limited (as the case may be) or for providing advice in
relation to the Acquisition, the Placing and Open Offer or on any other matter
referred to in this announcement.
The Directors and the Proposed Director of Radstone Technology PLC are the
persons responsible for the information contained in this announcement. To the
best of the knowledge and belief of the Directors and the Proposed Director (who
have 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.
This announcement does not constitute or form part of any offer or invitation to
sell or issue or the solicitation of an offer to purchase or subscribe New
Radstone Shares in any jurisdiction in which such offer or solicitation is
unlawful. This announcement is not for release, distribution or publication in
or into the United States, Canada, Australia, Japan or the Republic of Ireland.
The New Radstone Shares have not been, nor will they be, registered under the
Securities Act or under the securities legislation of any state of the United
States and no clearances in relation to the Placing and Open Offer have been,
nor will they be, obtained from the securities commission of any province or
territory of Canada nor has or will any document in relation to the New Radstone
Shares be lodged for registration with the Registrar of Companies in the
Republic of Ireland, nor has any prospectus been lodged with or registered by
the Australian Securities and Investments Commission. Accordingly, the New
Radstone Shares to be issued pursuant to the Placing and Open Offer may not be
offered, sold, renounced, delivered or transferred, directly or indirectly, in
or into the United States, Canada, Australia, Japan or the Republic of Ireland,
except pursuant to exemptions from the Securities Act or other applicable
requirements of such jurisdictions.
This information is provided by RNS
The company news service from the London Stock Exchange
KDDCK