TOL Toluna

 
TIDMTOL 
 
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 THAT JURISDICTION 
 
31 March 2011 
 
                                  ACQUISITION 
 
                                      OF 
 
                             TOLUNA PLC ("TOLUNA") 
 
                                      BY 
 
                      ITWP ACQUISITIONS LIMITED ("ITWP") 
 
            Further re: Result of Court Meeting and General Meeting 
 
Further to the announcement of the results of the Court Meeting and General 
Meeting made yesterday, ToLuna announces that the full results of the votes 
cast at the meetings were as follows:- 
 
Poll results for the Court Meeting 
 
Resolution to approve the Scheme: 
 
Number of votes for:    33,152,794 (65.61 per cent. of the issued share capital 
                        of the Company and 85.05 per cent of the Scheme 
                        Shareholders who were allowed to vote on the 
                        resolution) 
 
Number of votes         Nil 
against: 
 
Number of voters for:   24 
 
Number of voters        Nil 
against: 
 
Results for the General Meeting 
 
Voting at the General Meeting was conducted by way of a show of hands on all 
resolutions. The results of the votes were as set out below: 
 
Special Resolutions 
 
1.   To approve the implementation of the      The resolution was passed by the 
     Scheme and related matters                              requisite majority 
 
Ordinary Resolutions 
 
2.   To approve the arrangements with          The resolution was passed by the 
     Frédéric-Charles Petit                                  requisite majority 
 
* This figure includes discretionary votes. 
** A "vote withheld" is not a vote in law and is not counted in the calculation 
of the proportion of votes "for" or "against" a resolution. 
 
Terms and expressions used in this announcement shall, unless the context 
otherwise requires, have the same meanings as given to them in the announcement 
of 14 February 2011 and the Scheme Document. 
 
Enquiries: 
 
ToLuna PLC 
 
Frederic-Charles Petit (Chief Executive)                  Tel: 00 33 63308 0391 
Richard Bernstein (Non-Executive Director)              Tel: 00 44 207 491 0770 
 
Merchant Securities Limited 
 
David Worlidge/Simon Clements/Bidhi Bhoma                    Tel: 020 7628 2200 
 
 
DEALING DISCLOSURE REQUIREMENTS 
 
Under Rule 8.3(a) of the Code, any person who is interested in one per 
cent. or more of any class of relevant securities of an offeree company or 
of any paper offeror (being any offeror other than an offeror which has 
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 paper 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 (i) the offeree company and (ii) any paper 
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 paper offer is first 
identified. Relevant persons who deal in the relevant securities of the 
offeree company or of a paper offeror prior to the deadline for making an 
Opening Position Disclosure must instead make a Dealing Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 
one per cent. or more of any class of relevant securities of the offeree 
company or of any paper offeror must make a Dealing Disclosure if the 
person deals in any relevant securities of the offeree company or of any 
paper 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 paper 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 ToLuna, 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. If you are in any doubt as to whether you are 
required to make an Opening Position Disclosure or a Dealing Disclosure, 
you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 
0129. 
 
Publication on websites 
 
A copy of this announcement will be available free of charge, subject to 
certain restrictions relating to persons resident in restricted 
jurisdictions, for inspection on ToLuna's website at www.ToLuna.com by no 
later than 12 noon on 31 March 2011. 
 
END 
 

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