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Pilat Media Global (PGB)

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Friday 14 March, 2014

Pilat Media Global

Result of Court Meeting and General Meeting

RNS Number : 3934C
Pilat Media Global PLC
14 March 2014
 



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 OF SUCH JURISDICTION.

RECOMMENDED CASH OFFER

for

Pilat Media Global plc ("Pilat")

by

SintecMedia Ltd ("SintecMedia")

and

Sintec Media Software Ltd ("SMS")

Result of Court Meeting and General Meeting

The boards of Pilat, SintecMedia and SMS are pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the recommended acquisition of Pilat by SintecMedia and SMS (the "Acquisition"), by way of scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), all the resolutions proposed were duly passed.

The voting results in relation to the Court Meeting and the General Meeting are summarised below.

COURT MEETING

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.99 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. Details of the votes cast are as follows:

 

Number of Scheme Shares voted

Percentage of Scheme Shares voted (%)

Number of Scheme Shareholders who voted

Percentage of Scheme Shareholders who voted (%)

Number of Scheme Shares voted as a percentage of the issued share capital (%)

For

 33,645,866

99.994

128             

13.445

53.805

Against

2,089

0.006

2

0.210

0.003

Total

33,647,955

100.000

130

13.655

53.808

GENERAL MEETING

At the General Meeting, the resolutions, as set out in the notice of the General Meeting annexed to the scheme document published and posted to Pilat Shareholders on 12 February 2014 (the "Scheme Document") were duly passed on a poll vote, and the results are detailed as follows:

Special resolution

 

Number of Pilat Shares voted

Percentage of Pilat Shares voted (%)

For

48,238,567

99.996

Against

2,089

0.004

Abstain

268

 

N/A

Ordinary resolution

 

Number of Pilat Shares voted

Percentage of Pilat Shares voted (%)

For

23,629,913

99.991

Against

2,089

0.009

Abstain

24,558,920

N/A

Next Steps

Completion of the Acquisition remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Scheme Court Hearing and confirming the Capital Reduction at the Reduction Court Hearing. The Scheme Court Hearing and the Reduction Court Hearing are expected to take place on 31 March 2014 and 2 April 2014, respectively. Subject to the Conditions, as described above, the Scheme is expected to become effective on 3 April 2014. The expected timetable for the implementation of the Scheme is attached to this announcement.

GENERAL

Note that capitalised terms used in this announcement but not defined have the same meaning as in the Scheme Document.

Shore Capital and Corporate Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to Pilat and is acting for no-one else in connection with the Acquisition and will not be responsible to anyone other than Pilat for providing the protections afforded to clients of Shore Capital and Corporate Limited nor for providing advice in connection with the Acquisition or any other matter referred to in this document.

Cairn Financial Advisers LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to SintecMedia and SMS and no one else in connection with the Acquisition and will not be responsible to anyone other than SintecMedia and SMS for providing the protections afforded to customers of Cairn Financial Advisers LLP nor for providing advice in relation to the Acquisition or any other matter referred to in this document.

A copy of this announcement will be available, subject to certain restrictions in relation to persons in certain overseas jurisdictions, on Pilat's website at www.pilatmedia.com and SintecMedia's website at www.sintecmedia.com.

For further information:

Pilat Media Global plc

 

Avi Engel, Chief Executive Officer

+44 20 8782 0700

Martin Blair, Chief Financial Officer

+44 20 8782 0700

 

Shore Capital and Corporate Limited

(Financial Adviser and Rule 3 Adviser to Pilat)

 

Dru Danford

+44 20 7408 4050

Patrick Castle

+44 20 7408 4050

 

Abchurch Communications

 

(Public relations adviser to Pilat)

 

Henry Harrison- Topham                                                                             Tel: 020 7398 7719

+44 20 7398 7700

Jamie Hooper

+44 20 7398 7700

 

SintecMedia Ltd/Sintec Media Software Ltd


Amotz Yarden, Chief Executive Officer

+972 (2) 651-5122

Shlomo Fieidenreich, Chief Financial Officer

 

 

Cairn Financial Advisers LLP

 

(Financial adviser to SintecMedia and SMS)

 

Liam Murray

+44 20 7148 7900

Avi Robinson

+44 20 7148 7900

This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Publication on website

A copy of this announcement will be made available, free of charge but subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.sintecmedia.com and www.pilatmedia.com by no later than 12 noon (London time) on the Business Day following the date of this announcement.

Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks on SintecMedia's or Pilat's website (or any other website) is incorporated into, or forms part of, this announcement.

Any person who has received this announcement in electronic form or by means of a website publication may request a copy of this announcement in hard copy form and may request that all future documents, announcements and information sent to him in relation to the offer be in hard copy form.  Unless so requested, a hard copy of this announcement will not be sent to you.  This announcement and all future documents, announcements and information can be requested in hard copy form (free of charge), by submitting a request in writing to Cairn Financial Advisers LLP, 61 Cheapside, London EC2V 6AX or by calling Cairn Financial Advisers LLP on 020 7148 7800.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.  An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th  business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown in this document are London times unless otherwise stated.

Event

Time and/or date

Scheme Court Hearing

31 March 2014

Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Ordinary Shares

2 April 2014

Reduction Court Hearing

2 April 2014

Scheme Record Time

6.00 p.m. on 2 April 2014

Effective Date

3 April 2014

Cancellation of admission to trading of Ordinary  Shares on AIM

7.00 a.m. on 3 April 2014

Dealings in Ordinary Shares suspended on the TASE pending cancellation of TASE admission

9.30 a.m. (Israeli time) on 3 April 2014

Latest date for despatch of cheques and settlement through CREST

17 April 2014

Long Stop Date

30 April 2014

These dates and times are indicative only and are based on Pilat's, SintecMedia's and SMS's current expectations and may be subject to change. If any of the dates or times above change, the revised dates or times will be notified to Pilat Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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