Purchase of Own Shares and Rule 9 Waiver
02 April 2011 - 1:30AM
UK Regulatory
TIDMINNO
1 April 2011
Innovise plc
("Innovise" or the "Company")
Purchase of own shares and Rule 9 Waiver
Innovise plc, the AIM-quoted software solutions and IT services provider, has
purchased 194,105 ordinary shares of 1p each ("Ordinary Shares") at 17p per
share under the authority granted to the Company at the Annual General Meeting
held on 2 March 2011 ("the Buyback Authority"). The shares purchased, which
represent approximately 0.48 per cent. of the Company's current issued ordinary
share capital, will be held as treasury shares.
Innovise's issued share capital consists of 40,400,702 Ordinary Shares.
Following the above purchase by the Company, Innovise now holds 444,105
Ordinary Shares as treasury shares. Therefore, the total number of voting
rights in Innovise is 39,959,597. The above figure of 39,959,597 may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change of
their interest in, the Company.
Rule 9 Waiver
As mentioned in the announcement dated 11 March 2011, the aggregate interest of
Messrs McKenna, Middleton and Hart (who are deemed to comprise a concert party
for the purposes of the Takeover Code) ("the Vendors Concert Party") in the
voting rights of the Company was 31.1%.
Full exercise of the Buyback Authority, which authorized the Company to make
market purchases of up to 3,915,070 Ordinary Shares, such authority to expire
at the conclusion of the Company's next Annual General Meeting, would result in
an increase in the aggregate interest of the Vendors Concert Party from 31.1%
of the Ordinary Shares carrying voting rights to 34.5% of the Ordinary Shares
carrying voting rights.
Under Rule 9 of the Takeover Code ("the Code"), if any person acquires an
interest in shares which, when taken together with shares in which he and
persons acting in concert with him are already interested, carry 30% or more of
the voting rights of a company which is subject to the Code, that person is
normally required to make a general offer in cash to all shareholders in the
company at the highest price paid by him, or any person acting in concert with
him, for an interest in such shares within the preceding 12 months. Such an
obligation may also arise under Rule 37 where a company purchases its own
shares and, as a result, the interest of a person, taken together with the
interests of any persons acting in concert with him, comes to exceed the limits
in Rule 9 and such person is, or his concert party includes a person who is, a
director of the company. Mr McKenna, a member of the Vendors Concert Party, is
a director of the Company.
Under Note 1 of the Notes on the Dispensations from Rule 9, the Takeover Panel
("the Panel") will normally waive the requirement for a general offer to be
made in accordance with Rule 9 (a "Rule 9 offer") if, inter alia, the
shareholders of the company who are independent of the person who would
otherwise be required to make an offer and any person acting in concert with
him ("the Independent Shareholders") pass an ordinary resolution on a poll at a
general meeting ("a Whitewash Resolution") approving such a waiver. The Panel
may waive the requirement for a Whitewash Resolution to be considered at a
general meeting (and for a circular to be prepared in accordance with Section 4
of Appendix 1 to the Code) if Independent Shareholders holding more than 50% of
the company's shares capable of being voted on such a resolution confirm in
writing to the Takeover Panel that they would vote in favour of the Whitewash
Resolution were one to be put to the shareholders of the company at a general
meeting.
As holders of Ordinary Shares carrying more than 50% of the voting rights in
the Company (before the purchase of any shares by the Company under the Buyback
Authority) who are independent of the Vendors Concert Party have confirmed in
writing to the Takeover Panel that they would vote in favour of a Whitewash
Resolution were one to be put to the shareholders of the Company at a general
meeting, the Takeover Panel has waived the requirement for a Whitewash
Resolution to be considered at a general meeting of the Company (and for a
circular to be prepared in accordance with Section 4 of Appendix 1 to the
Code).
The above share purchase by the Company increases the aggregate percentage
interest of the Vendors Concert Party in the voting rights of the Company to
31.3%.
For further information contact:
Mike Taylor Innovise plc 087 0626 0400
Chief Executive
Tony Edwards Innovise plc 087 0626 0400
Finance Director
Edward Hutton, Northland Capital Partners Limited 020 7492 4750
Nominated Advisor
Ian Foster Wordsworth Communication Limited 077 3918 5050
Shareholder Relations
Note to editors:
Innovise plc is a fast growing IT solutions company with two divisions, each of
which has its own management team and focused growth strategy.
Innovise ESM enables major organisations to transform complex IT environments,
resulting in improved performance and service. The division partners with the
leading global vendors to deliver best-in-class solutions to Fortune 500
businesses across a range of industries.
The Innovise Software & Solutions division consists of two complementary units:
Innovise Software's products are extensively used to improve efficiency within
the facilities management, support services and public sectors, while Innovise
Solutions provides customised and highly cost-effective managed services
including remote database administration, infrastructure management and
Microsoft solutions.
Innovise has offices in Brierley Hill, Slough, Southampton, London and Mumbai.
For more information, please visit www.innovise.com.
END
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