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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Ind.Media Dist. | LSE:IMD | London | Ordinary Share | GB0031308850 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 90.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMIMD
RNS Number : 2069F
Independent Media Distribution PLC
19 April 2011
Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
19 April 2011
Recommended cash acquisition of
Independent Media Distribution plc
by
Lausanne Acquisitions Limited
a company controlled by investment partnerships advised by Vitruvian Partners LLP
Results of Shareholder Meetings
Independent Media Distribution plc ("IMD" or the "Company") announces that the shareholder meetings convened earlier today passed the resolutions proposed at both meetings by the requisite majorities in respect of the proposed acquisition to be made by Lausanne Acquisitions Limited ("Lausanne") of the entire issued and to be issued share capital of the Company ("Acquisition") which is being effected by way of a scheme of arrangement ("Scheme") between the Company and its shareholders (other than Lausanne, to the extent that it holds shares in the Company) under Part 26 of the Companies Act 2006. A circular containing the Scheme and the required explanatory statement was posted to IMD Shareholders on 25 March 2011 ("Scheme Document").
Court Meeting
At the Court Meeting, a majority in number of Independent Scheme Shareholders who voted (either in person or by proxy), representing 99.92 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast are as follows:
Number of Scheme Shares voted as a percentage of the total number of Scheme Shares held by Independent Scheme Percentage Shareholders Number of of entitled Number Percentage Independent Independent to vote of Scheme of Scheme Scheme Scheme on the Shares Shares voted Shareholders Shareholders resolution voted (%) who voted voting (%) (%) FOR 25,774,282 99.92 174 94.57 75.41 AGAINST 20,428 0.08 10 5.43 0.06
Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.
General Meeting
At the General Meeting the Special Resolution approving, amongst other things, the Scheme, the Capital Reduction and certain amendments to the articles of association of the Company, was passed unanimously on a show of hands.
The Ordinary Resolution approving the Management Arrangements proposed at the General Meeting was decided on a poll. The voting results in relation to the Ordinary Resolution for the General Meeting are as follows:
Percentage of IMD Shares voted Number of IMD Shares (%) FOR 25,930,605 99.98 AGAINST 4,563 0.02 VOTE WITHHELD 145,000 N/A
Accordingly, the Ordinary Resolution proposed at the General Meeting was duly passed on a poll vote.
Next Steps
The date of the hearing to sanction the Scheme, is expected to be 17 May 2011 and the hearing to confirm the Capital Reduction is expected to be 19 May 2011. If the Court sanctions the Scheme and confirms the Capital Reduction, it is expected that the Scheme will become effective on 20 May 2011 and that the cancellation of admission to trading of IMD Shares on AIM will take place by 7.00 a.m. on 23 May 2011.
The dates stated above are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and confirms the Capital Reduction and the date on which the Conditions are satisfied or (if capable of waiver) waived.
Other
Capitalised terms used, but not defined, in this announcement shall have the same meaning as set out in the Scheme Document.
Unless otherwise stated, all references to times in this document are to London times.
Enquiries
Lausanne Tel: + 44 (0)20 7518 2800 Toby Wyles / Ben Johnson DC Advisory Partners, financial adviser Tel: + 44 (0) 20 7856 to Lausanne 0999 Richard Madden / David Sanders IMD Tel: +44 (0) 7765 258 995 David Haynes Oakley Capital, financial adviser Tel: + 44 (0) 20 7766 to IMD 6900 Chris Godsmark / Daniel Havercroft Charles Stanley Securities, Nominated Tel: +44 (0) 20 7149 Adviser to IMD 6478 Mark Taylor
Oakley Capital, which is authorised and regulated by the Financial Services Authority, is acting exclusively for IMD as its financial adviser in connection with the Proposals and no one else in connection with the Proposals and will not be responsible to any person other than IMD for providing the protections afforded to clients of Oakley Capital or for providing advice in relation to the contents of this announcement or any matter referred to herein.
DC Advisory Partners, which is authorised and regulated by the Financial Services Authority for investment business activities, is acting for Lausanne as financial adviser in relation to the Proposals and is not acting for any other person in relation to such Proposals. DC Advisory Partners will not be responsible to anyone other than Lausanne for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein.
Charles Stanley Securities, a division of Charles Stanley & Co Limited, which is authorised and regulated by the Financial Services Authority, is the nominated adviser and corporate broker to IMD for the purposes of the AIM Rules and no one else in connection with the Proposals and will not be responsible to any person other than IMD for providing the protections afforded to clients of Charles Stanley Securities or for providing advice in relation to the contents of this announcement or any matter referred to herein.
Further information
This document does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this document and otherwise in any jurisdiction in which such offer or solicitation is unlawful. IMD Shareholders are advised to read carefully the formal documentation relating to the Proposals. The Proposals are made solely through the Scheme Document and Forms of Proxy which contains the full terms and conditions of the Scheme.
Overseas Jurisdictions
This announcement has been prepared for the purposes of complying with the laws of England and Wales and the City Code, and the information disclosed herein or therein may not be the same as that which would have been disclosed if these documents had been prepared in accordance with the laws of any other jurisdiction.
The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Publication on IMD website
A copy of this announcement will be available free of charge for inspection on IMD's website at www.imdplc.com by no later than 8.00 a.m. on 20 April 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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