JDR Jourdan

 

TIDMJDR 
 
RNS Number : 2284B 
Jourdan PLC 
22 October 2009 
 
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22 October 2009 
 
 
 
 
Jourdan plc 
("Jourdan" or the "Company") 
 
 
Result of Annual General Meeting and General Meeting 
 
 
Result of Tender Offer 
 
 
 
 
Shareholder resolutions approved 
 
 
The Company is pleased to confirm that all the resolutions put to shareholders 
at the Company's Annual General Meeting ("AGM") held earlier today were duly 
passed. 
 
 
The Board is also pleased to announce that all resolutions to approve:- 
 
 
(i) the cancellation of the Company's Ordinary Shares from trading on AIM, 
 
(ii) the granting of the requisite authorities to buy back ordinary shares 
("Ordinary 
 

       Shares") pursuant  to the tender offer made by the 

Company to its shareholders on 
 

       17 September 2009 (the "Tender 

Offer") and 
 
(iii) the waiver from the provisions of Rule 9 of the City Code on Takeovers and 
Mergers 
 
 
(each as described in the circular to shareholders dated 17 September 2009 (the 
"Circular")) were duly passed at the Company's general meeting, which was held 
immediately after the AGM. In accordance with the requirements of the City Code, 
the resolution relating to approval of the waiver of Rule 9 was passed on a 
poll. 
 
 
Trading update 
 
 
At the AGM, the following update on trading was provided: 
 
 
Sales and profits in the first three months of the current financial year have 
been on budget and in line with management expectations. As mentioned in the 
Circular the Company is still facing challenging times given the prevailing 
economic climate but the cost savings to be achieved by being a private company 
and the restructuring that has taken place should enable the Company to yield 
positive returns to shareholders and the Board still anticipates that further 
progress will be made in the current year. 
 
 
Results of the tender offer 
 
 
The Company in pleased to announce the result of the Tender Offer, which closed 
at 5.00 pm on 21 October 2009. 
 
 
A total of 585,260 Ordinary Shares, representing approximately 17.21 per cent. 
of the issued Ordinary Shares Capital (and approximately 86.07 per cent. of the 
maximum number or Ordinary Shares that the Company offered to purchase under the 
Tender Offer) were tendered. Tenders in respect of 40 Ordinary Shares were 
technically out of order and are therefore subject to validation. As the number 
of Ordinary Shares tendered did not exceed the maximum number contemplated by 
the Tender Offer, all acceptances beyond an accepting shareholder's basic 
entitlement will be satisfied in full. 
 
 
Ordinary Shares purchased under the Tender Offer will be cancelled by the 
Company and the number of issued Ordinary Shares in the Company will decrease 
accordingly resulting in a total issued share capital of 2,814,750. The 
aggregate amount to be paid by the Company in the buy back of Ordinary Shares 
tendered under the Tender Offer will be GBP1,461,150. 
 
 
Payment for the Ordinary Shares purchased by the Company pursuant valid 
acceptances of  the Tender Offer will be despatched to the relevant shareholders 
on or before 27 November 2009 and on the same date, the Company will despatch 
payment of the final dividend of 8.0p per share to all members who were on the 
register at 5.00 p.m. on 16 October 2009. 
 
 
Delisting from AIM 
 
 
As explained in the Circular, an application to delist has been made to the 
London Stock Exchange and it is expected that trading in the Company's Ordinary 
Shares on AIM will be cancelled at 7.00 a.m. on 29 October 2009. 
 
 
The attention of shareholders is drawn to the Circular which sets out risks 
associated with retaining an interest in the Company following delisting. In 
particular, it should be noted that there will be no market facility for dealing 
in the Ordinary Shares of the Company and no price will be publicly quoted for 
the Ordinary Shares as from close of business on 28 October 2009. As such, the 
Ordinary Shares are unlikely to be readily capable of sale and where a buyer is 
identified, it will be difficult to place a fair value on any such sale. 
 
 
While there can be no guarantee that Shareholders will be able to sell any 
Shares, any Shareholder seeking to do so following Delisting should contact the 
Company in writing at the registered office of the Company, Elm House, Elmer 
Street North, Grantham, Lincolnshire NG316RE (email: 
secretary@jourdanplc.co.uk). The Company will then be able to advise as to 
whether the Directors are aware of any prospective buyers for any Ordinary 
Shares which the holder thereof wishes to sell at that time. 
 
 
A copy of the Circular can be found on the Company's website at 
www.jourdanplc.co.uk. 
 
 
Definitions used in the Circular apply in this announcement unless the context 
requires otherwise. 
 
 
Enquiries: 
 
 
Jourdan plc                           01476 403 456 
David Abell, Chairman 
 
 
Charles Stanley Securities     020 7149 6000 
Nominated Adviser 
Russell Cook / Carl Holmes 
 
 
 
 
 
 
Charles Stanley Securities, a trading division of Charles Stanley & Co Limited, 
which is regulated by the Financial Services Authority, is acting as for the 
Company and no one else in relation to the matters referred to in this 
announcement and will not be responsible to any other person other than the 
Company for providing the protection afforded to customers of each of them, or 
for advising any other person on the matters referred to herein. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 ROMBGBDGLXDGGCD 
 

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