Result of Meeting

RNS Number : 6258H

Carphone Warehouse Group PLC

24 February 2010

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION

24 February 2010

THE Carphone Warehouse GROUP PLC

Shareholder approval for the separation of the TalkTalk Business by a demerger to TalkTalk

The Carphone Warehouse Group PLC ("Carphone Warehouse") announces that, the meeting convened by the High Court of Justice and held earlier today (the "Court Meeting") and the subsequent general meeting (the "General Meeting") to approve, amongst other things, the scheme of arrangement (the "Scheme") to implement the demerger of the TalkTalk Business (the "Demerger") to TalkTalk Telecom Group PLC ("TalkTalk") were each concluded successfully.                 

The Court Meeting

At the Court Meeting, shareholders approved the Scheme without modification.

In the poll taken at the Court Meeting, a majority in number of shareholders present, either in person or by proxy, representing over 75 per cent. in value of the votes cast, voted in favour of the Scheme and, accordingly, the resolution was passed.  The results were as follows:

No. of Scheme Shareholders voting (and %)		No. of Scheme Shares voted* (and %)
For the Scheme	Against the Scheme	For the Scheme	Against the Scheme
943	44	550,693,543	35,840
(95.54%)	(4.46%)	(99.99%)	(0.01%)

* Totals in person and by proxy

The General Meeting

At the General Meeting, all of the resolutions proposed in the notice of the General Meeting set out in the circular to shareholders dated 29 January 2010 (the "Circular") were duly passed by the requisite majorities on a show of hands.

Conditional on all the proposals being approved, Carphone Warehouse Shareholders will receive in exchange for their existing Carphone Warehouse Shares (which will be cancelled):

One New Carphone Warehouse Ordinary Share for every two Carphone Warehouse Shares

and

One TalkTalk Share for every one Carphone Warehouse Share

Each Carphone Warehouse Shareholder will ultimately own very close to the same proportion of the ordinary share capital in each of TalkTalk and New Carphone Warehouse as they did previously in Carphone Warehouse.

Completion of the Demerger remains subject to, amongst other things, the sanction of the Scheme, the Carphone Warehouse Capital Reduction and the New Carphone Warehouse Demerger Reduction by the Court.  It is expected that the Demerger Effective Time will be at or around 4.30 p.m. on 26 March 2010.

A detailed timetable of events for the Demerger is set out in the Circular.  A summary of the expected timetable is set out below:

23 March                 Scheme record date                                          

25 March                 Scheme Effective Date

26 March                 Demerger effective date

29 March                 Listing of TalkTalk Shares on the London Stock Exchange                                                    

29 March                 Listing of New Carphone Warehouse Ordinary Shares on the London Stock Exchange       

For further information:                                                  

The Carphone Warehouse Group PLC

Roger Taylor                                                                  [phone]

TalkTalk Telecom Group PLC

David Boyd                                                                    [phone]

Carla Bloom                                                                  [phone]

Mark Schmid (for media enquiries)                                   [phone]

New Carphone Warehouse PLC

Kate Ferry                                                                     [phone]

Shane Conway (for media enquiries)                                [phone]

Anthony Carlisle                                                           [phone]

Citigate Dewe Rogerson                                                [phone]

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 securities or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such securities by any person in any circumstances, and in any jurisdiction, in which such offer or solicitation is unlawful. Accordingly, copies of this announcement are not being and must not be mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, any United States, Canadian, Australian or Japanese person and any person receiving this announcement (including, without limitation, custodians, nominees and trustees) must not distribute or send it in or into or from the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.

This announcement contains certain forward looking statements with respect to the financial condition, results of operations and business of Carphone Warehouse, New Carphone Warehouse, TalkTalk, the Carphone Warehouse Group, the New Carphone Warehouse Group and the TalkTalk Group and certain plans and objectives of the Carphone Warehouse Board, the New Carphone Warehouse Board and/or the TalkTalk Board (as the case may be). These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Carphone Warehouse Board, the New Carphone Warehouse Board and/or the TalkTalk Board (as the case may be) in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. Except as required by the FSA, the London Stock Exchange, the UKLA Rules, or any other applicable law, neither Carphone Warehouse, New Carphone Warehouse, TalkTalk nor any member of the Carphone Warehouse Group, the New Carphone Warehouse Group and/or the TalkTalk Group (as the case may be) assumes any obligation to update or correct the information contained in the Demerger Documents.

Each of Credit Suisse and UBS, which are authorised and regulated in the United Kingdom by the FSA, are acting exclusively for Carphone Warehouse, New Carphone Warehouse and TalkTalk and no one else in connection with the Proposals and will not be responsible to anyone other than Carphone Warehouse, New Carphone Warehouse and TalkTalk for providing the protections offered to clients respectively of Credit Suisse and UBS nor for providing advice in relation to the Proposals.

The Carphone Warehouse Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Carphone Warehouse Directors (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.

Capitalised terms used in the Circular shall have the same meanings in this announcement.

 

END

 

 

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