ITIS Holdings PLC
27 February 2004
ITIS Holdings plc ('ITIS' or the 'Company')
Results of extraordinary general meetings
Repurchase of shares
The Company announces that at the extraordinary general meetings ('EGMs') held
earlier today, all resolutions proposed were duly passed.
The directors of ITIS (the 'Directors') were, therefore, authorised to enter
into the draft agreement (the 'Share Purchase Agreement') pursuant to which the
Company repurchases 2,277,215 ordinary shares of 2p each in the Company ('
Ordinary Shares') (the 'Shares') at a price of 20p per Share from Minorplanet
Systems PLC (the 'Buy Back').
Further to the EGMs, the Share Purchase Agreement has been completed and the
Company has, effective today, repurchased the Shares. The Shares are to be held
by the Company in treasury and, as at today's date will represent the totality
of Ordinary Shares held in treasury by the Company. The number of Ordinary
Shares in issue outside treasury is 96,243,669.
The EGMs also granted the Directors a general power to repurchase up to a
further 7,664,873 Ordinary Shares on an on-market basis (the 'General Authority
').
Amongst the resolutions passed at the EGMs was an ordinary resolution (the '
Whitewash Resolution') approving the waiver by the Panel on Takeovers and
Mergers of the requirement for Stuart Marks (a director of the Company) and
persons with whom he is deemed to be acting in concert (the 'Concert Party') to
make a mandatory offer for the Company as a result of (i) the Buy Back being
effected and / or (ii) the Directors exercising their powers under the General
Authority. The Whitewash Resolution was passed on a poll of ITIS shareholders
excluding the Concert Party.
Following completion of the Buy Back, the Concert Party have an aggregate
shareholding of 31,211,935 Ordinary Shares representing approximately 32.43 per
cent of the issued Ordinary Shares not held in treasury. On the assumption that
Stuart Marks exercises his options over 1,500,000 Ordinary Shares currently held
by the ITIS Employee Benefit Trust and the number of Ordinary Shares held in
treasury by ITIS remains at 2,277,215, the aggregate shareholding of the Concert
Party will increase to 32,711,035 Ordinary Shares representing approximately
33.99 per cent of the issued Ordinary Shares not held in treasury.
Enquiries:
ITIS Holdings plc
Stuart Marks, Chief Executive Telephone: 0161 929 3600
Citigate Dewe Rogerson
Ginny Pulbrook Telephone: 020 7638 9571
This information is provided by RNS
The company news service from the London Stock Exchange