TIDMNTX
RNS Number : 5810U
NXT PLC
18 October 2010
NXT plc
18 October 2010
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
Result of Annual General Meeting and board update
The Board of Directors of NXT plc ('NXT', or the 'Company') is
pleased to announce that the Resolutions proposed at the Annual
General Meeting ("AGM") today to approve the proposed Placing and
Open Offer and Firm Placing of 268,075,581 New Ordinary Shares and
other related matters were duly passed without amendment by the
required majority on a show of hands.
Further details of the Resolutions were set out in the combined
circular and prospectus published by NXT and circulated to
Shareholders on 23 September 2010 (the 'Prospectus').
At the AGM, the Company's Chairman, Ian Buckley, announced his
intention to stand down from the board of the Company at the
appropriate time which will be when the Company has successfully
recruited a new Chairman and another non-executive director.
The proxy votes lodged in respect of the Resolutions are as
follows:
Resolution For Against Withheld
-------------------------------- ----------------- ------------- ----------
Number % Number % Number
-------------------------------- ---------- ----- ------- ---- ----------
1. Received and adopted
Directors' Report, Accounts and
Auditors' Report for the year
ended 30 June 2010 36,354,688 99.88 44,787 0.12 7,259
-------------------------------- ---------- ----- ------- ---- ----------
2. Approved the Directors'
Remuneration Report for the
year ended 30 June 2010 36,286,002 99.74 94,273 0.26 26,459
-------------------------------- ---------- ----- ------- ---- ----------
3. Reappointment of Ian Buckley
as Director 35,618,665 98.12 680,981 1.88 107,088
-------------------------------- ---------- ----- ------- ---- ----------
4. Reappointment of Deloitte LLP
as Auditors 36,340,859 99.82 64,016 0.18 1,859
-------------------------------- ---------- ----- ------- ---- ----------
5. Authority for Directors to
fix remuneration of Deloitte
LLP 36,321,668 99.79 76,811 0.21 8,255
-------------------------------- ---------- ----- ------- ---- ----------
6. Authority to allot shares 36,366,116 99.91 31,347 0.09 9,271
-------------------------------- ---------- ----- ------- ---- ----------
7. Disapply pre-emption rights
in connection with the
allotment of shares 36,343,588 99.91 31,959 0.09 31,187
-------------------------------- ---------- ----- ------- ---- ----------
8. Approve the Issue Price in
connection with the Placing and
Open Offer and Firm Placing 36,385,643 99.95 17,343 0.05 3,748
-------------------------------- ---------- ----- ------- ---- ----------
9. Approval of allotment of
85,000,000 shares to Gartmore
Investment Limited (related
party transaction) 16,133,756 99.88 19,833 0.12 20,253,145
-------------------------------- ---------- ----- ------- ---- ----------
10. Amendment to Articles of
Association 36,322,374 99.88 43,052 0.12 41,308
-------------------------------- ---------- ----- ------- ---- ----------
11. Removal of clause 5.2 from
NXT plc 2003 Share Option
Scheme (Approved and
Unapproved) 36,490,801 99.84 57,602 0.16 52,731
-------------------------------- ---------- ----- ------- ---- ----------
Notes
1. Any proxy appointments which gave discretion to the Chairman
have been included in the 'for' total.
2. A 'vote withheld' is not a vote in law and is not counted in
the calculation of the proportion of the votes 'for' and 'against'
a resolution.
3. The issued share capital as at 18 October 2010 is 158,620,155
Ordinary Shares.
4. All percentages are shown to two decimal places.
The Resolutions passed at the Annual General Meeting in respect
of Special Business are available at the UKLA's National Storage
Mechanism and will be available for inspection at
www.hemscott.com.
The full text of the Resolutions can also be viewed on the
Company's website, www.nxtsound.com. Details of the proxy votes
received will also shortly be available on the Company's
website.
The Placing and Open Offer and Firm Placing remain conditional
upon the Placing Agreement becoming unconditional in all respects
and upon Admission.
Set out below is an expected timetable of principal events in
relation to the Placing and Open Offer and Firm Placing.
Event Time/date
--------------------------------------------- --------------------------
Admission and commencement of dealings 8.00 a.m. on 20 October
in the New Ordinary Shares 2010
--------------------------------------------- --------------------------
New Ordinary Shares in uncertificated form by 8.00 a.m. on 20 October
expected to be credited to accounts in CREST 2010
--------------------------------------------- --------------------------
Despatch of definitive share certificates within 7 days of Admission
for
the New Ordinary Shares in certificated form
--------------------------------------------- --------------------------
General notes:
1. Reference to times in this announcement are to London time
unless otherwise stated.
2. The times and dates set out in the expected timetable of
principal events above and mentioned throughout this announcement
may be adjusted by NXT, in which event details of the new times and
dates will be notified to the UK Listing Authority, the London
Stock Exchange and, where appropriate, Qualifying Shareholders. In
particular, in the event that withdrawal rights arise under Section
87Q of FSMA prior to Admission, NXT and Singer Capital Markets may
agree to defer Admission until such time as such withdrawal rights
no longer apply.
This announcement should be read in conjunction with the full
text of the Prospectus. A copy of the Prospectus is available at
the UKLA's National Storage Mechanism and will be available for
inspection at www.hemscott.com. In addition, the Prospectus is
available to view on the Company's website (www.nxtsound.com).
Copies of the Prospectus will be also available from the offices of
NXT plc, Regus House, 1010 Cambourne, Cambridge, CB23 6DP and at
the offices of Simmons and Simmons CityPoint, One Ropemaker Street,
London EC2Y 9SS.
For further information please contact:
NXT plc Tel: +44 (0)1223 597 840
Ian Buckley, Chairman
James Lewis, CEO
Kate Barnes, CFO
Singer Capital Markets Ltd Tel: +44 (0)20 3205 7500
Shaun Dobson
Claes Spang
Media enquiries:
Allerton Communications Tel: +44 (0) 20 3137
2500
This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any New Ordinary Shares, nor shall it
(or any part of it), or the fact of its distribution, form the
basis of, or be relied on in connection with or act as any
inducement to enter into, any contract or commitment whatsoever
with respect to the proposed Firm Placing and Open Offer or
otherwise. This announcement is not a prospectus and investors
should not subscribe for or purchase any New Ordinary Shares
referred to in this announcement except on the basis of information
in the Prospectus.
The distribution of this announcement in certain jurisdictions
may be restricted by law and such distribution could result in
violation of the laws of such jurisdictions. In particular, this
announcement is not for distribution in the United States,
Australia, Canada, Japan or South Africa.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, Japan or South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in the United States, Australia, Canada, Japan or South Africa or
any jurisdiction in which such offer or solicitation would be
unlawful. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended ("Securities Act") and may not be offered, sold or
transferred, directly or indirectly, within the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
the securities laws of any state or other jurisdiction of the
United States. The securities are being offered and sold outside
the United States in accordance with Regulation S under the
Securities Act. No public offering of the shares referred to in
this announcement is being made in the United States, Australia,
Canada, Japan or South Africa or any jurisdiction in which such
public offering would be unlawful.
The information in this press release may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorized.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS:
This announcement contains certain forward-looking statements
which may include reference to one or more of the following: the
Group's financial condition, results of operations, cash flows,
dividends, financing plans business strategies, operating
efficiencies or synergies, budgets, capital and other expenditures,
competitive positions, growth opportunities for existing products,
plans and objectives of management and other matters. Statements in
this announcement that are not historical facts are hereby
identified as "forward-looking statements". Such forward-looking
statements, including, without limitation, those relating to future
business prospects, revenue, liquidity, capital needs interest
costs and income, in each case relating to NXT, wherever they occur
in this announcement, are necessarily based on assumptions
reflecting the views of NXT and involve a number of known and
unknown risks, uncertainties and other factors that could cause
actual results, performance or achievements to differ materially
from those expressed or implied by the forward-looking statements.
Such forward-looking statements should, therefore, be considered in
light of various important factors. Important factors that could
cause actual results to differ materially from estimates or
projections contained in the forward-looking statements include,
without limitation: economic and business cycles, the terms and
conditions of NXT's financing arrangements, foreign currency rate
fluctuations, competition in NXT's principal markets, acquisitions
or disposals of businesses or assets and trends in NXT's principal
industries.
These forward-looking statements speak only as at the date of
this announcement. Except as required by the Listing Rules, the
Disclosure and Transparency Rules, the Prospectus Rules and any
law, NXT does not have any obligation to update or revise publicly
any forward-looking statement, whether as a result of new
information, further events or otherwise. Except as required by the
Listing Rules, the Disclosure and Transparency Rules, the
Prospectus Rules and any law, NXT expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statement contained herein to
reflect any change in NXT's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this
announcement might not occur.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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