15 October 2007 - EGM Statement
Company Optimisa PLC
TIDM OPS
Headline EGM Statement
Released 10:46 15-Oct-07
Number 6992F
Optimisa plc
(”Optimisa” or the “Company”)
Recommended cash offer by Noble & Company Limited
on behalf of Optimisa for eq group plc (”eq”) and placing of 600,000 new ordinary shares (the “Placing”)
Result of extraordinary general meeting (”EGM”)
Introduction
The Company is pleased to announce that at the EGM of the Company held at 9.30am today all resolutions were successfully passed.
At the EGM the resolutions approved were as follows:
1) to authorise the Directors to allot shares for the placing for the purposes of Section 80 of the Companies Act 1985;
2) to authorise the disapplication of the statutory pre-emption rights for the Placing in terms of Section 89 of the Companies Act 1985;
3) to increase the authorised share capital of the Company;
4) to authorise the Directors to allot shares for the purposes of section 80 of the Companies Act;
5) to authorise the disapplication of the statutory pre-emption rights in terms of Section 89 of the Companies Act 1985;
6) to sub-divide the ordinary shares of £1.50 in the issued and unissued share capital of the Company into ordinary shares of 25 pence; and
7) to increase the borrowing limit in the Company’s articles of association from £5 million to £10 million.
The Placing
The Company announced on Friday 12 October 2007 that the offer for the entire issued and to be issued share capital of eq (the “Offer”) had become unconditional as to acceptances. Application will be made for the 600,000 new ordinary shares of 150 pence in the Company (the “Placing Shares”) being issued for cash to fund the Offer to be admitted to trading on AIM. Such admission is likely to become effective and trading commence in the Placing Shares at 8.00 a.m. on 19 October 2007. Following admission the Company will have 1,485,015 ordinary shares of 150 pence in issue.
The share sub-division
The Company intends to carry out a 6 for 1 share sub-division pursuant to the resolutions passed at the EGM. Holders of the issued ordinary 150 pence shares in the Company, including the Placing Shares, (the “Issued Ordinary Shares”) at 6.00 p.m. on 19 October 2007 (the “Record Date”) will be issued with six new ordinary shares of 25 pence each in the Company (the “New Ordinary Shares”) for each Issued Ordinary Share (the “Sub-division”). Application will be made for the New Ordinary Shares to be admitted to trading on AIM. Admission and commencement of trading in the New Ordinary Shares on AIM is expected to commence at 8.00 a.m. on 22 October 2007. At the same time the listing of Issued Ordinary Shares on AIM will be cancelled. Certificates in respect of the New Ordinary Shares will be despatched, on or before 30 October 2007, to shareholders who hold Issued Ordinary Shares in certificated form at the Record Date.
Record Date for the Sub-division
6.00 p.m. on 19 October 2007
Admission of the New Ordinary Shares to trading on AIM and cancellation of the listing of the Issued Ordinary Shares
8.00 a.m. on 22 October 2007
CREST accounts credited with the New Ordinary Shares
22 October 2007
Despatch of definitive certificates in respect of the New Ordinary Shares
by 30 October 2007
Enquiries:
Optimisa plc (020 7960 3320)
Ron Littleboy, Non-Executive Chairman
Noble & Company Limited (020 7763 2200)
Nick Naylor /Brian Stockbridge
Capita Registrars (0870 162 3121)
END