Dialog Semiconductor Plc. / AGM/EGM 25.09.2009 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY DIALOG SEMICONDUCTOR PLC IN CONNECTION WITH THE PROPOSED PLACING. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE, ITS PRINCIPAL PLACE OF BUSINESS AND ON ITS WEBSITE AT WWW.DIALOG-SEMICONDUCTOR.COM. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AS DESCRIBED HEREIN AND WILL THEREFORE NOT BE ELIGIBLE TO BE ADMITTED FOR THE SUBSCRIPTION OR INITIAL PURCHASE OF NEW SHARES. Kirchheim/Teck, Germany, 25 September - Dialog Semiconductor Plc (FWB: DLG) ('Dialog' or the 'Company') announces that the resolutions proposed at today's General Meeting to allot shares and disapply pre-emption rights in connection with the placing of 12,000,000 new shares of 10 pence each in the capital of the Company (the 'New Shares') (the 'Placing') and to extend the Executives Long-Term Incentive Plan were duly passed without amendment by the required majority. Further details of the resolutions are set out in the Circular which is available on the Company's website, www.dialog-semiconductor.com. Details of the results of the voting (which was carried out by poll) will be made available shortly on the Company's website. Jefferies International Limited ('Jefferies') acted as sole bookrunner and Close Brothers Seydler Bank AG ('CBSB') acted as a co-lead manager in relation to the Placing. The Placing remains conditional on the Placing Agreement made between the Company, Jefferies and CBSB not being terminated. The Company expects that the Frankfurt Stock Exchange will grant admission of the New Shares on or about 29 September 2009, with trading of the New Shares expected to commence on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange (Prime Standard) on or about 30 September 2009. Capitalised terms used, but not defined in this announcement have the same meanings as set out in the announcement released by the Company on 3 September 2009. Contacts Jefferies International Limited +44 20 7029 8000 Rupert Mitchell Bruce Huber Chris Snoxall Close Brothers Seydler Bank AG +49 69 920 54 0 Thomas Kaufmann Jennifer Hoffmann Financial Dynamics Matt Dixon +44 20 7269 7214 Claudine Schaetzle +49 69 920 37 185 Company website: www.dialog-semiconductor.com NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY DIALOG SEMICONDUCTOR PLC IN CONNECTION WITH THE PROPOSED PLACING. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE, ITS PRINCIPAL PLACE OF BUSINESS AND ON ITS WEBSITE AT WWW.DIALOG-SEMICONDUCTOR.COM THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE). MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AS DESCRIBED HEREIN AND WILL THEREFORE NOT BE ELIGIBLE TO BE ADMITTED FOR THE SUBSCRIPTION OR INITIAL PURCHASE OF NEW SHARES. This Announcement is for information purposes only and does not constitute or form part of an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities and should not be relied upon in connection with any decision to acquire any New Shares, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Announcement has been issued by and is the sole responsibility of Dialog. Apart from the responsibilities and liabilities, if any, which may be imposed on Jefferies or CBSB by law, neither of Jefferies or CBSB accepts any responsibility whatsoever for the contents of this Announcement, and makes no representation or warranty, express or implied, for the contents of this Announcement or the Prospectus, including the accuracy, completeness or verification of such documents, or for any other statement made or purported to be made by it, or on its behalf, in connection with Dialog or the New Shares or the Placing, and nothing in this Announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Each of Jefferies and CBSB accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or the Prospectus or any such statement. Jefferies, which is authorised and regulated in the United Kingdom by the FSA, is acting for Dialog and for no-one else in connection with the Placing, and will not be responsible to anyone other than Dialog for providing the protections afforded to customers of Jefferies nor for providing advice to any other person in relation to the Placing or any other matter referred to herein. CBSB is acting for Dialog and for no-one else in connection with the Placing, and will not be responsible to anyone other than Dialog for providing the protections afforded to customers of CBSB nor for providing advice to any other person in relation to the Placing or any other matter referred to herein. The distribution of this Announcement and the offering of the New Shares in certain jurisdictions may be restricted by law. No action has been taken by Dialog, Jefferies or CBSB that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or ublicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by Dialog, Jefferies and CBSB to inform themselves about, and to observe such restrictions. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. 25.09.2009 |[![CDATA[|[a href="http://www.dgap.de"|]Financial News transmitted by DGAP|[/a|]]]|] --------------------------------------------------------------------------- Language: English Company: Dialog Semiconductor Plc. Tower Bridge House, St. Katharine's Way E1W 1AA London GroÃbritannien Phone: +49 7021 805-412 Fax: +49 7021 805-200 E-mail: birgit.hummel@diasemi.com Internet: www.diasemi.com ISIN: GB0059822006 WKN: 927200 Indices: TecDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, München, Düsseldorf, Stuttgart, Hamburg End of News DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: Dialog Semiconductor Plc.: Dialog Semiconductor Announces Result of General Meeting
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