Trintech Group PLC Court Meeting and EGM Results
Dublin, Ireland/Dallas, US - November 29, 2010
Trintech Group Plc (NASDAQ: TTPA), a leading
provider of integrated financial governance, risk management and compliance
(GRC) solutions for commercial, financial and healthcare markets, announced that shareholders today voted in
favour of the acquisition of Trintech by Cerasus II Limited (a company formed
by Spectrum Equity Investors) by way of a scheme of arrangement. Trintech
will now apply to the Irish High Court to set a date for the sanction hearing
by the High Court. If, at that hearing,
the High Court sanctions the Scheme without modification, it is expected that
the Scheme will become effective shortly thereafter and the acquisition of
Trintech by Cerasus II Limited will become effective. Further announcements
will be made in due course.
The results of the resolutions put to the Court
Meeting and the EGM held on 29 November 2010 were as follows:
Court Meeting
Resolution to
approve the Scheme of Arrangement:
|
|
In Person |
By Proxy |
Total |
|
|
Present and Voting (Note 1) |
Number of Shareholders |
2 |
30 |
32 |
|
Holding of Shares |
316,110 |
21,521,098 |
21,837,208 |
|
|
For (Note 2) |
Number of Shareholders |
2 |
29 |
31 |
|
Holding of Shares |
316,110 |
20,423,858 |
20,739,968 |
|
|
Percentage of shareholders voting
|
6.25% |
90.63% |
96.88% |
|
|
Percentage of Shares Voting |
1.45% |
93.53% |
94.98% |
|
|
Against |
Number of Shareholders |
0 |
1 |
1 |
|
Holding of Shares |
0 |
1,097,240 |
1,097,240 |
|
|
Percentage of shareholders voting
|
0.00% |
3.13% |
3.13% |
|
|
Percentage of Shares Voting |
0.00% |
5.02% |
5.02% |
|
|
Withheld |
Number of Shareholders |
0 |
1 |
1 |
|
Holding of Shares |
0 |
147,402 |
147,402 |
|
Note
1: Where a Form of Proxy mandated that
the vote be withheld, the proxy did not vote, and that member was not included
as a member "present and voting" within the meaning of section 201(3)
of the Companies Act 1963.
Note
2: Where a Form of Proxy allowed the
Chairman discretion to vote, the Chairman exercised that discretion to vote in
favour of the Scheme. The Chairman held Forms of Proxy allowing him discretion
from 3 members holding in the aggregate 621 Ordinary Shares.
The total number of votes validly cast was 21,837,208;
representing 64.5% of the Company's issued share capital at close of business
on the day before the Court Meeting.
EGM
The resolutions put to the Extraordinary General
Meeting convened in accordance with the Notice of EGM set out at Part XI of the
Scheme Document were passed, the details of the votes being as follows:
|
|
Votes FOR |
% |
Votes AGAINST |
% |
Total Voted |
Withheld |
|
Resolution 1
|
20,739,968 |
94.98% |
1,097,240 |
5.02% |
21,837,208 |
147,402 |
|
Resolution 2 (special resolution)
|
20,739,706 |
94.99% |
1,094,824 |
5.01% |
21,834,530 |
150,080 |
|
Resolution 3
|
20,739,790 |
94.98% |
1,095,040 |
5.02% |
21,834,830 |
149,780 |
|
Resolution 4 (special resolution)
|
20,739,790 |
94.98% |
1,097,240 |
5.02% |
21,837,030 |
147,580 |
|
Resolution 5
|
20,738,388 |
94.98% |
1,096,442 |
5.02% |
21,834,830 |
149,780 |
About Trintech Group
Trintech Group Plc (NASDAQ:
TTPA) is a leading global provider of integrated financial governance, risk
management, and compliance (GRC) software solutions for commercial, financial,
and healthcare markets. Trintech's recognised expertise in reconciliation
process management, financial data aggregation, revenue and cost cycle
management, financial close, reporting, risk management, and compliance enables
customers to gain greater visibility and control of their critical financial
processes leading to better overall business performance.
For more information on how
Trintech can help you increase confidence in business performance and reduce
financial risk, please contact us online at www.trintech.com or at our
principal business office in Addison, Texas, or through an international office in Ireland, the United
Kingdom, or the Netherlands.
Trintech • 15851 Dallas Parkway, Suite 900 • Addison, TX 75001 • Tel 1 972 701 9802 Trintech UK Ltd. • Warnford Court, 29 Throgmorton St. • London EC2N2AT, UK • Tel +44 (0) 20 7628 5235 Trintech Technologies • Block C, Central Park • Leopardstown, Dublin 18, Ireland • Tel +353 1 293 9840 Trintech • Cypresbaan 9 • 2908 LT Capelle a/d Ijssel, The Netherlands • Tel +31 (0) 10 8507 474
This announcement does not constitute an
offer or recommendation to purchase, sell, subscribe for or exchange or an
invitation to purchase, sell, subscribe for or exchange any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
proposed acquisition or otherwise. Any decision in relation to the scheme of
arrangement and related proposals should be made only on the basis of the
related documentation as and when issued.
The Directors of Trintech
Group plc accept responsibility for the information contained in this
announcement. To the best of their knowledge and belief (having 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.
Any person interested in 1% or
more of any class of relevant securities of Trintech Group plc (including by
means of an option in respect of, or a derivative referenced to, any such
‘relevant securities’) may have disclosure obligations under Rule 8.3 of the
Irish Takeover Panel Act 1997, Takeover Rules, 2007 (as amended) effective from
the commencement of the offer period (being 21 September 2010).
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of 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.
Unless otherwise stated, capitalised terms in this announcement have the meaning given to them in the scheme circular dated 2 November 2010.
Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel's website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.
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Any inquiries relating to this press release should be directed to the Company's financial advisor at:
William Blair & Company
222 West Adams Street, Chicago, Illinois 60606
312.236.1600
Trintech Press Contact:
Dallas: Dave Tomlinson - Director, Marketing
Tel. +1 972 739-1611. Email: dave.tomlinson@www.trintech.com
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange
Published Monday, November 29th, 2010 and filed under Corporate
