Result of EGM

Rap Group PLC 26 March 2001 RAP GROUP PLC RESULT OF EGM RAP Group plc ('RAP') announces that at the EGM held today at 11.30am, all resolutions including the acquisition of K3 Technology and K3 Software, disposal of the hardware companies, the Open Offer and the company's name change to K3 Business Technology Group plc were approved by shareholders. The resolutions also included an ordinary resolution ('the Whitewash Resolution') which approved the waiver by The Panel on Takeovers and Mergers of any obligation which might otherwise fall on the concert party (or any of its members) being Silverslaggan AB, Peter Gyllenhammar and Johan Claesson to make a general offer to the shareholders of the Company under Rule 9 of the City Code on Takeovers and Mergers as a result of the issue of new ordinary shares pursuant to the acquisitions. In accordance with the City Code, the Whitewash Resolution was conducted and passed following a poll of independent shareholders. Votes in favour of the Whitewash Resolution were received from holders of 5,081,414 ordinary shares in the Company, representing 66.88 per cent. of the votes cast by independent shareholders. Following the issue of the new ordinary shares, the shareholdings of the concert party have increased from 47.20 per cent. to 67.90 per cent. The whitewash resolution also included the issue of warrants over 18,000,000 ordinary shares to Silverslaggan AB. The shareholdings of the concert party following the acquisitions and the maximum holding of the concert party following the future exercise of the warrants are set out below. Issued share capital following the exercise of the Warrants Enlarged issued share capital Number Percentage Warrants Number Percentage Silverslaggan/ Gyllenhammar 24,729,651 48.75 18,000,000 42,729,651 62.17 P J Claesson 9,715,644 19.15 - 9,715,644 14.14 34,445,295 67.90 52,445,295 76.31 At the close of the Open Offer at 3.00 pm on Friday 23 March 2001, valid application had been received in respect of 2,541,463 ordinary shares. A further 188,833 new ordinary shares have been placed with certain employees of the enlarged group. Admission to AIM and first dealings in the enlarged issued share capital of the Company comprising 50,728,644 ordinary shares is expected to commence on 28 March 2001. Andy Makeham, chief executive, commented, 'The acquisition of the UK software businesses of Kewill ERP - K3 Technology and K3 Software - together with the disposal of the group's hardware operations fundamentally transform the group's business and prospects. RAP's change of name to K3 Business Technology Group plc underlines this step change. Our business is now wholly focused on the provision of supply chain management and e-business solutions. K3 Technology and K3 Software are well established, profitable and cash generative businesses, and together are one of the largest players in their sector. They complement our existing multi-media and e-commerce operation, Touchline, and leave us excellently positioned to develop our product and service offering. I am very excited by prospects for the new group and look forward to updating shareholders on our progress in due course.' Enquiries: K3 Business Technology Group plc Tel: 01270 211211 Andy Makeham, chief executive David Bolton, finance director Rowan Dartington & Co Limited Tel: 0117 933 0020 Mike Coe Biddick Associates Tel: 020 7448 1000 Zoe Biddick Katie Tzouliadis
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