RNS Number : 2270F
Gladstone PLC
08 January 2010
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Press Release
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8 January 2010
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Gladstone plc
("Gladstone" or the "Company")
notice of EXTRAORDINARY general meeting, update on possible offer AND RULE 2.10 ANNOUNCEMENT
Extraordinary General Meeting to seek shareholder approval of a capital re-organisation to enable the payment of dividends
The Board of Gladstone announces that it today wrote to shareholders announcing that an Extraordinary General Meeting of the Company will be held at the offices of K&L Gates LLP, 110 Cannon Street, London EC4N 6AR at 11:00 a.m. on 2 February 2010 (the "EGM"). At the EGM, shareholders will be asked to consider and, if thought fit, pass the following resolution as a special resolution:
1. That the amount standing to the credit of the share premium account of the Company as at the date of the passing of this resolution be cancelled.
This resolution is proposed as a special resolution which means that at least three-quarters of the votes cast must be in favour of the resolution for it to be passed.
The Company's directors consider that the resolution to be proposed at the EGM in relation to the cancellation of the Company's share premium account is in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of the resolution as they intend to do in respect of their own beneficial shareholdings.
Update on possible offer
The Company released an announcement on 6 November 2009 stating that it had received approaches from third parties regarding a possible offer for the Company and that one of those approaches had led to an indicative offer at a price of 33 pence in cash per share. Discussions with third parties are continuing and the Board will update shareholders on their progress in due course, as appropriate.
Rule 2.10
Pursuant to Rule 2.10 of the City Code on Takeovers and Mergers, Gladstone would like to confirm that as at today's date the issued share capital consists of 52,839,294 ordinary shares of 1p each, of which 4,525,000 shares are held in treasury. Accordingly, the number of ordinary shares carrying voting rights is 48,314,294. The ISIN reference number for these securities is GB0034268630.
A copy of today's circular to shareholders, along with all of Gladstone's recent regulatory announcements, can be viewed on the Company's website at www.gladstoneplc.com .
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For further information:
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Gladstone plc
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Dr. Said Ziai, Chairman and CEO
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Tel: +44 (0) 1491 201 010
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Nick Montgomery, Head of Group Finance
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www.gladstoneplc.com
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Financial advisers:
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Deloitte Corporate Finance
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Jonathan Hinton / Léonie Grimes
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Tel: +44 (0) 20 7936 3000
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Nominated Adviser:
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Grant Thornton Corporate Finance
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Gerry Beaney / David Hignell
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Tel: +44 (0) 20 7383 5100
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Media enquiries:
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of the Company, all 'dealings' in any 'relevant securities' of the 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 3:30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, 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 the Company, 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 Code, all 'dealings' in 'relevant securities' of the Company by the Company or by any of its respective 'associates', must be disclosed by no later than 12:00 noon (London time) on the London 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 Takeover 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 price or 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 Code, which can 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.
If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial advisor authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.
The Directors of the Company 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.
Deloitte Corporate Finance is acting for the Company and for no-one else in connection with the possible offer for the Company and will not regard any other person as its client nor be responsible to anyone other than the Company for providing the protections afforded to clients of Deloitte Corporate Finance nor for providing advice in relation to the possible offer or any matter referred to herein. Deloitte Corporate Finance is a division of Deloitte LLP, which is authorised and regulated by the Financial Services Authority in respect of regulated activities.
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This information is provided by RNS
The company news service from the London Stock Exchange
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