Result of General Meeting

RNS Number : 8868D

Dorcaster PLC

02 May 2017

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND, JAPAN OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement does not constitute an offer of securities for sale or subscription in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws on the basis of information contained in the admission document (as referred to below) in connection with the Placing and the re-admission of the Company's ordinary shares to trading on AIM, a market operated by the London Stock Exchange. Copies of the admission document are available from the Company's website at www.dorcasterplc.com.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

Dorcaster plc

(the "Company" or "Dorcaster")

Result of General Meeting

Dorcaster plc (AIM: DAR), is pleased to announce that the Resolutions put to Shareholders at the General Meeting of the Company, held earlier today, were duly passed.

As shareholder approval has now been received, as required under Rule 14 of the AIM Rules, the admission of the Company's Ordinary Shares to trading on AIM will be cancelled (immediately prior to Admission) and the re-admission of the Company's Ordinary Shares to trading on AIM and dealings in such Ordinary Shares will take place at 8.00 a.m. on 3 May 2017 ("Admission").

The Company's change of name will now be registered at Companies House. In addition, the Company's TIDM ('DAR') will be changed to 'ESC' and the Company's website, at which all information required pursuant to Rule 26 of the AIM Rules for Companies can be found, changed to  www.escapehunt.com, both of which are effective on Admission.

Following Admission, the total number of Ordinary Shares in issue will be 20,259,258. There are no shares held in treasury. Accordingly, the total number of voting rights in the Company on Admission will be 20,259,258. This figure may be used by Shareholders as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Other than where defined, capitalised terms used in the announcement have the meanings given to them in the admission document published on 13 April 2017.

Enquiries
Dorcaster Alistair Rae, Company Secretary	Tel: [phone]
Peel Hunt - NOMAD and joint broker Adrian Trimmings George Sellar Alex Lomax	Tel: [phone]
Stockdale Securities - Joint broker Daniel Harris  El Hanan Lee	Tel: [phone]
Tulchan Communications - Financial PR Susanna Voyle, Will Smith	Tel: [phone]

Important information:

Peel Hunt LLP ("Peel Hunt"), which is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company as nominated adviser, joint corporate broker and joint bookrunner in connection with the Placing and Admission and is not acting for or otherwise responsible to anyone other than the Company for providing the protections afforded to customers of Peel Hunt or for advising any such person in connection with the Placing or Admission.

Stockdale Securities Limited ("Stockdale Securities"), which is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company as joint corporate broker and joint bookrunner in connection with the Placing and Admission and is not acting for or otherwise responsible to anyone other than the Company for providing the protections afforded to customers of Stockdale Securities or for advising any such person in connection with the Placing or Admission.

Peel Hunt's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, any Proposed Director or to any other person in respect of his decision to acquire Placing Shares in reliance on the Admission Document or any other information.

Forward-looking statements

Some of the statements in this announcement include forward looking statements which reflect the Directors' current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group's products and services).  These statements include forward looking statements both with respect to the Group and with respect to the sectors and industries in which the Group operates.  Statements which include the words "expects", "intends", "plans", believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue" and similar statements are of a forward looking nature.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.

These forward looking statements speak only as of the date of this announcement.  The Company undertakes no obligation to publicly update or review any forward looking statement, whether as a result of new information, future developments or otherwise, unless required to do so by applicable law or the AIM Rules for Companies.  All subsequent written and oral forward looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph.  Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ from those indicated or suggested by the forward looking statements in this announcement before making an investment decision.

Important information

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, New Zealand, Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African, New Zealand or Japanese securities laws or the securities laws of any other jurisdiction (other than the United Kingdom). The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, the Republic of South Africa, New Zealand, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any regulatory authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state laws. There will be no public offer of the securities in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, the Republic of South Africa, New Zealand or Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand or Japan.

No representation or warranty, express or implied, is made by the Company, Peel Hunt or Stockdale Securities as to any of the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by any of them, the Directors or any other person, in connection with the Placing and Admission, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future (without limiting the statutory rights of any person to whom this announcement is issued). Neither Peel Hunt nor Stockdale Securities accepts any liability whatsoever for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement for which the Company and the Directors are solely responsible.

 

END

 

 

ROMUGUCUAUPMGUP