BROC Broca

 

TIDMBROC TIDMRGO 
 
RNS Number : 8362O 
Broca Plc 
13 March 2009 
 

13 March 2009 
 
 
Broca plc 
("Broca" or the "Company") 
 
 
Result of Court Meeting and General Meeting 
 
 
The Broca Board is pleased to announce that the shareholder resolutions to 
approve the recommended acquisition of Broca by 2 ergo Group plc, to be effected 
by means of a scheme of arrangement under Part 26 of the 2006 Act, were duly 
passed at the Court Meeting and the General Meeting held earlier today. 
 
 
At the Court Meeting, a majority in number of Broca Shareholders, who voted 
either in person or by proxy and who together represented over 75 per cent. by 
value of the votes cast, voted in favour of the resolution to approve the 
Scheme. The resolution was accordingly passed. 
 
 
At the General Meeting, the Special Resolutions to approve the Scheme and 
provide for its implementation were also passed by the requisite majorities. 
 
Court Meeting 
The voting on the resolution to approve the Scheme was taken on a poll and the 
results were as follows: 
 
 
Number of Broca Shareholders voting: For: 19 (90.48%) Against: 2 (9.52%) 
 
 
Number of votes: For: 10,535,511 (99.99%) Against: 815 (0.01%) 
 
 
Percentage of votes of the class entitled to vote: For: 50.17% Against: 0.00% 
 
 
General Meeting 
The voting on the Special Resolutions giving effect to the Scheme were taken and 
passed on a show of hands. 
Accordingly, the resolutions necessary to approve the Scheme of Arrangement have 
been passed. 
The expected timing of principal events in respect of the implementation of the 
Scheme of Arrangement is as follows: 
3 April 2009 Scheme Court Hearing (to sanction the Scheme) 
3 April 2009 Scheme Record Date 
7:00 am on 6 April 2009Suspension of trading on AIM of the Ordinary Shares of 
Broca 
7 April 2009Reduction Court Hearing (to confirm the reduction of capital) 
8 April 2009Effective Date 
7:00 am on 9 April 2009Cancellation of admission to trading on AIM of the 
Ordinary Shares of Broca 
8:00 am on 9 April 2009Admission of the New 2 ergo Shares to trading on AIM 
9 April 2009 Expected date for settlement of New 2 ergo Shares through CREST 
16 April 2009Latest date for despatch of share certificates for New 2 ergo 
Shares 
 
 
Implementation of the Scheme remains subject to the Court sanctioning the Scheme 
at the Scheme Court Hearing which is expected to take place on 3 April 2009 and 
confirming the Capital Reduction at the Reduction Court Hearing which is 
expected to take place on 7 April 2009. Subject to the Scheme receiving the 
sanction and confirmation of the Court on those dates, the Effective Date of the 
Scheme is expected to be 8 April 2009. 
 
 
It is also expected that the New 2 ergo Shares will be issued and allotted to 
Scheme Shareholders on the Effective Date and that Admission will become 
effective and dealings, for normal settlement, will commence at 8.00 a.m. on the 
Business Day after the Effective Date. 
 
 
If the expected dates of the Court Hearings are changed, Broca will make a 
further announcement as required. All references to times are to London times. 
 
 
Capitalised terms used but not defined in this announcement have the 
same meanings as given to them in the Scheme Document dated 18 February 2009 
in relation to the Scheme 
 
 
For further information contact: 
 
 
Ian Price - Managing Director 
Broca Plc 
Tel: 0845 0066661 
 
 
Fiona Owen 
Grant Thornton UK LLP 
Nominated Adviser and Financial Adviser 
Tel: 020 7383 5100 
 
 
Claire Palmer/Mark Ling 
Littlejohn 
Tel: 020 7516 2200 
 
 
The Directors accept responsibility for the information contained in this 
announcement. To the best of knowledge and belief of the Directors, who have 
taken all reasonable care to ensure 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 is for information purposes only and does not constitute an 
offer to sell or invitation to purchase any securities or the solicitation of 
any vote for approval in any jurisdiction, nor shall there be any sale, issue or 
transfer of the securities referred to in this announcement in any jurisdiction 
in contravention of applicable law. Any response in relation to the Acquisition 
should be made only on the basis of the information contained in the Scheme 
Document or any document by which the Acquisiton is made. This announcement does 
not constitute a prospectus or prospectus equivalent document. 
Numis, which is authorised and regulated in the United Kingdom by the Financial 
Services Authority, is acting exclusively for 2 ergo and no-one else in 
connection with the Acquisition and will not be responsible to anyone other than 
2 ergo for providing the protections afforded to clients of Numis, nor for 
providing advice in relation to the Acquisition, the content of this 
announcement, or any matter referred to herein. Numis is 2 ergo's nominated 
adviser for the purposes of the AIM Rules and as nominated adviser, its 
responsibilities are owed solely to the London Stock Exchange and are not owed 
to 2 ergo or any 2 ergo Director or any other entity or person. 
RSM Bentley Jennison, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority, is acting exclusively for 2 ergo and no one 
else in connection with the Acquisition and will not be responsible to anyone 
other than 2 ergo for providing the protections afforded to clients of RSM 
Bentley Jennison nor for providing advice in relation to the Acquisition, the 
contents of this announcement, or any matter referred to herein. 
Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for Broca and no-one 
else in connection with the Acquisition and will not be responsible to anyone 
other than Broca for providing the protections afforded to clients of Grant 
Thornton UK LLP nor for providing advice in relation to the Acquisition, the 
content of this announcement, or any matter referred to herein. Grant Thornton 
UK LLP is Broca's nominated adviser for the purposes of the AIM Rules and as 
nominated adviser, its responsibilities are owed solely to the London Stock 
Exchange and are not owed to Broca or any Director or any other entity or 
person. 
Littlejohn is acting exclusively for Broca and no-one else in connection with 
the Acquisition and will not be responsible to anyone other than Broca for 
providing the protections afforded to clients of Littlejohn nor for providing 
advice in relation to the Acquisition, the contents of this announcement or any 
matter referred to herein. 
This announcement has been prepared for the purpose 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. 
No listing authority or equivalent has reviewed, approved or disapproved of this 
announcement or any of the proposals described herein. 
Dealing disclosure requirements 
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes 
"interested" (directly or indirectly) in one per cent. or more of any class of 
"relevant securities" of Broca or 2 ergo, all dealings in any "relevant 
securities" of that company (including by means of an option in respect of, or a 
"derivative" referenced to, any such "relevant securities") must be publicly 
disclosed by no later than 3.30 p.m. (London time) on the business day following 
the date of the relevant transaction. This requirement will continue until the 
Effective Date or until the date on which the Scheme lapses or is otherwise 
withdrawn or on which the "Offer Period" otherwise ends. If two or more persons 
act together pursuant to an agreement or understanding, whether formal or 
informal, to acquire an "interest" in "relevant securities" of Broca or 2 ergo, 
they will be deemed to be a single person for the purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant 
securities" of 2 ergo or Broca by 2 ergo or Broca or by any of their respective 
"associates" must also be disclosed by no later than 12.00 noon (London time) on 
the business day following the date of the relevant transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" dealings should be disclosed and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the City Code, which can also be found 
on the Panel's website. If you are in any doubt as to whether or not you are 
required to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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