Print   

Monday 28 July, 2008

XSN PLC

Result of EGM

RNS Number : 9767Z
XSN PLC
28 July 2008
 



Date: Monday, 28 July 2008

Immediate Release

XSN plc

('XSN' or 'the Company')


Result of Extraordinary General Meeting


XSN plc announces that, at the Extraordinary General Meeting ('EGM') held earlier todayall of the resolutions proposed to shareholders (as set out in the circular to shareholders dated 3 July 2008) were duly passed. Definitions used in this announcement are the same as used in the circular dated 3 July 2008.


The resolutions included the approval of the proposed acquisition of MarineTrack Limited ('MarineTrack') and the Company's subsequent change of name to MarineTrack Holdings plcShareholders also passed a resolution approving the waiver of the obligations which would otherwise require the members of the Concert Party to make an offer under Rule 9 of the City Code.


MarineTrack is a telematics business supplying tracking, alert, alarm, monitoring and messaging solutions mainly to the commercial and recreational maritime markets. These solutions, which integrate hardware and software, utilise global positioning systems ('GPS') to identify the location and movements of marine vessels, as well as monitoring their operational status against pre-determined parameters. This information is communicated via the INMARSAT satellite network and presented to users via a web-based interface.


Completion of the acquisition of MarineTrack is subject to Re-Admission, which is expected to take place on 29 July 2007 when dealings in the Company's shares on AIM is expected to begin under its new name of MarineTrack Holdings plc and under the symbol MTRK and under the ISIN GB00B3BKBK60. 


As from Re-Admission the Company's new web-address will become www.marinetrack.com where information required by AIM Rule 26 may be found.


Following completion of the acquisition, James Butterfield becomes Non-executive Chairman of the Company and Stuart Nicholls becomes Chief Executive Officer. Philip Self, Andy Haffenden and Duncan Lipscombe also become directors. Adam Singer steps down from the board following Completion.


The Company's board will therefore be made up as follows:


Name

Position

James Butterfield

Non-executive Chairman

Stuart Nicholls

Chief Executive Officer

Andy Haffenden

Operations Director

Philip Self

Finance Director

David Elstein

Non-executive Director

Duncan Lipscombe

Non-executive Director


The Company has agreed to acquire the entire issued ordinary share capital of MarineTrack from existing MarineTrack shareholders for a consideration of £1,475,000 million to be satisfied by the allotment and issue of 364,745,896 ordinary shares of 0.01 pence each ('New Ordinary Shares') at a price of approximately 0.4 pence per New Ordinary Share.


By virtue of the share capital reorganisation approved at the EGM, existing XSN Shareholders will receive 3.4 New Ordinary Shares for every one Existing Ordinary Share. 


The enlarged share capital of the Company on Re-Admission will comprise 640,495,580 New Ordinary Shares.



The City Code on Takeovers and Mergers

Following (i) Completion and (ii) assuming exercise of options and assuming that the Company has not issued any further shares between Re-Admission and the exercise of options, the members of the Concert Party will be interested in Ordinary Shares as follows:


Concert party

Anticipated number of Ordinary Shares following Completion

Percentage holding in XSN

Anticipated number of shares following exercise of options

Percentage holding in XSN

Zyzygy plc

 196,346,961 

30.66%

 196,346,961 

28.92%

Billam AG

 96,498,121 

15.07%

 96,498,121 

14.21%

Jemima Hoskins

 25,442,636 

3.97%

 25,442,636 

3.75%

Peter Hire

 11,360,711 

1.77%

 11,360,711 

1.67%

Duncan Lipscombe

 8,610,514 

1.34%

 11,812,992 

1.74%

Edward Oliver

 1,229,056 

0.19%

 1,229,056 

0.18%

Andrew Lipscombe

 971,458 

0.15%

 971,458 

0.14%

Andy Haffenden

 3,562,011 

0.56%

 13,169,445 

1.94%

Stuart Nichols

 6,800,203 

1.06%

 19,610,115 

2.89%

James Butterfield

 8,095,480 

1.26%

 12,899,197 

1.90%

Philip Self

 0 

0.00%

 8,006,195 

1.18%


 358,917,151 

56.04%

 397,346,885 

58.53%


Following Completion, the Concert Party will, in aggregate, assuming exercise in full of the options held by members of the Concert Party, hold Ordinary Shares carrying more than 50 per cent. of the Company's voting share capital, and will be able to acquire interests in further shares without incurring any further obligation under Rule 9 to make a general offer, although individual members of the Concert Party will not be able to increase their percentage interests in Ordinary Shares through or between a Rule 9 threshold without Panel consent.


Should the members of the Concert Party between them come to be interested in shares carrying 30 per cent. or more of the Company's voting share capital but not hold shares carrying more than 50 per cent. of such voting rights then (for so long as they continue to be treated to be acting in concert) any further increase in that aggregate interest in shares by any member of the Concert Party (other than through the allotment and issue of Option Shares) would be subject to the provisions of Rule 9.


Other shareholders with in excess of 3 per cent. of the Company's issued share capital will be:


Name

Number of Ordinary Shares

Percentage of issued share capital

David Elstein

 46,574,601 

7.27%

Giltspur Nominees Limited

 37,607,400 

5.87%

W B Nominees Limited

 33,857,200 

5.29%

Bircham Dyson Bell Nominees Limited

20,625,000

3.22%


Lock-in Agreements


David Elstein, Lord Steinberg of Belfast and the members of the Concert Party will, following Re-Admission, in aggregate, have an interest in 68.60 per cent. of the Enlarged Share Capital and have given undertakings to Grant Thornton and to Dowgate not to sell, charge or grant any interests over any Ordinary Shares held by them (subject to certain exemptions ) during the 12 month period commencing on Re-Admission except in certain specified circumstances including in the event of an intervening court order or pursuant to the acceptance of, or execution of an irrevocable undertaking to accept, a takeover offer in relation to the Company's share capital from an unconnected third party offeror whether announced or not. In addition, they have undertaken to Grant Thornton and to Dowgate not to dispose of any interest in Ordinary Shares for a further 12 month period unless they consult with the Company's broker prior to any disposal and to make any such disposal through the Company's broker in order to maintain an orderly market in the Ordinary Shares.

  On behalf of XSN and MarineTrackDavid Elstein commented


'We are delighted that all the resolutions have been duly passed and that the Enlarged Group can now commence trading as MarineTrack Holdings PLC tomorrow.


'In seeking a target for a reverse acquisition, it was considered essential to secure a company led by a highly experienced management team that would offer significant future prospects to XSN shareholders. MarineTrack fulfils such criteria and we are confident in achieving our future goals going forward.


'I am now handing the chairmanship of the Company over to James Butterfield, and I look forward to serving on the MarineTrack Holdings Board under him.'





Enquiries:


Stuart Nicholls 

Philip Secrett / Colin Aaronson

MarineTrack Holdings

Grant Thornton (Nominated Adviser)

Tel: 01273 462 001

Tel: 0207 383 5100

www.marinetrack.com




Neil Badger

Katie Dale

Dowgate Capital Stockbrokers Limited

Golley Slater

Tel: 01293 517 744

Tel: 0121 384 9743


Mobile: 07918 716 754



This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
REGRPMRTMMITMFP

Investegate takes no responsibility for the accuracy of the information within the site.


The announcements are supplied by the denoted source. Queries about the content of an announcement should be directed to the source. Investegate reserves the right to publish a filtered set of announcements. NAV, EMM/EPT, Rule 8 and FRN Variable Rate Fix announcements are filitered from this site.



Investegate      © 2012 FE. All rights reserved.