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Rightmove Plc (RMV)

  Print      Mail a friend       Annual reports

Monday 07 January, 2008

Rightmove Plc

Results of Court Mtg and EGM

Rightmove Plc
07 January 2008

                            New Corporate Structure

                        Results of Court Meeting and EGM

Rightmove plc (the 'Company') announces that at the meeting convened pursuant to
an order of the High Court and held earlier today (the 'Court Meeting') and at
the subsequent Extraordinary General Meeting (the 'EGM') to approve the scheme
of arrangement and other related matters whereby shares in the Company will be
swapped for an equivalent number of shares in Rightmove Group plc (to be renamed
Rightmove plc), a new holding company, all resolutions received the necessary
majorities and were accordingly approved.

Shareholders at the EGM also approved:

• the operation of new share schemes by Rightmove Group plc (to be renamed
  Rightmove plc), the principal terms of which are summarised in the circular
  to shareholders dated 11 December 2007 (the 'Circular');

• the change of the Company's name to Rightmove Group Limited with effect
  from the implementation of the scheme of arrangement; and

• authorisation for Rightmove Group plc (to be renamed Rightmove plc), the
  new holding company, to communicate electronically with its shareholders.

All resolutions at the EGM were carried on a show of hands. Information on the
proxy votes lodged prior to the EGM for resolutions passed at that meeting is
set out below and will shortly be displayed on the Company's website at


The voting of those members who cast votes either in person or by proxy on the
resolution to approve the Scheme at the Court Meeting is summarised below:

For: 92,344,201 (99.99%)   Against: 11,064 (0.01%)  Total votes cast: 92,355,265

Expected Timetable of Key Events

Last day for dealings in Rightmove Ordinary Shares               25 January 2008

Scheme Record Time                                        6 p.m. 25 January 2008

Rightmove Group Ordinary Shares listed on the                    28 January 2008
London Stock Exchange and dealings commence

Rightmove plc to be renamed Rightmove Group Limited and          28 January 2008
Rightmove Group plc to be renamed Rightmove plc

Court Hearing of petition to confirm reduction of capital        29 January 2008
of Rightmove Group plc (which will be renamed Rightmove 
plc on 28 January 2008)

Rightmove Group plc (which will be renamed Rightmove plc         30 January 2008 
on 28 January 2008) reduction of capital effective

Despatch of share certificates in respect of Rightmove           4 February 2008
Group plc (which will be renamed Rightmove plc on 28 
January 2008) Ordinary Shares

This timetable is based on the Board's expectations and may be subject to

Financial Advice

The Board has received advice in relation to the Proposals from UBS Limited.

Documents Available for Inspection

Copies of the resolutions passed at the Court Meeting and EGM have been
submitted to the United Kingdom Listing Authority (the 'UKLA') and will shortly
be available for viewing at the UKLA's Document Viewing Facility which is
situated at the following address: Financial Services Authority, 25 The North
Colonnade, Canary Wharf, London E14 5HS.

For Further Information

Graham Zacharias, Rightmove plc  +44 20 7087 0700

Brian Hudspith, Maitland         +44 20 7379 5151

UBS Limited is acting exclusively for the Company and Rightmove Group plc and
no-one else in connection with the Proposals and will not be responsible to
anyone other than the Company and Rightmove Group plc for providing the
protections afforded to the customers of UBS Limited or for providing advice in
relation to the Proposals.

Terms used but not defined herein have the meanings given to them in the


Notice to United States residents

In particular, this document is not an offer of securities in the United States.
The Rightmove Group Ordinary Shares will not be, and are not required to be,
registered with the US Securities and Exchange Commission (the 'SEC') under the
US Securities Act of 1933, as amended (the 'US Securities Act'), or under the
securities laws of any state, district or other jurisdiction of the United
States. It is expected that the Rightmove Group Ordinary Shares will be issued
in reliance on the exemption from registration provided by Section 3(a)(10)
thereof. Rightmove Ordinary Shareholders (whether or not US persons) who are
affiliates (within the meaning of the US Securities Act) of Rightmove or
Rightmove Group before implementation of the Scheme or who are affiliates of
Rightmove Group after the implementation of the Scheme will be subject to
timing, manner of sale and volume restrictions on the sale of Rightmove Group
Ordinary Shares received in connection with the Scheme under Rule 145(d) of the
US Securities Act.

Proxy votes lodged for resolutions passed at the EGM

Total number of shares in issue: 132,689,361.

The resolutions at the EGM were passed on a show of hands. The proxy votes
received by 11.15 a.m. on 5 January 2008 were as follows - the 'For' votes
include those proxies giving the Chairman discretion:(1)

Resolution (No. as noted on                    For            Against    Vote withheld
proxy form)    

1. Scheme of arrangement        94,987,032 (99.78%)    212,195 (0.22%)         178,192
   and other related
2. Change of Company's          95,366,490 (99.99%)      9,766 (0.01%)           1,163
   name to Rightmove
   Group Limited                    
3. Establishment of The         93,598,931 (99.98%)    868,025 (0.92%)         910,463
   Rightmove Group 2007
   Executive Share
   Option Plan                      
4. Establishment of The         74,728,100 (87.94%) 10,243,400 (12.06%)     10,405,919
   Rightmove Group 2007
   Unapproved Executive
   Share Option Plan                
5. Establishment of The         95,354,908 (99.98%)     15,980 (0.02%)           6,531
   Rightmove Group 2007
   Sharesave Plan                   
6. Proposed use by              95,361,068 (99.99%)     10,354 (0.01%)           5,997
   Rightmove Group plc
  (to be renamed
   Rightmove plc) of
   communications with
   its shareholders                 

(1) The appointment of a proxy is not an unequivocally precise indicator of the
way that the shareholder would have voted on a poll. It merely reflects their
intention at the time the instruction was given. Voting instructions can be
changed at any time prior to a poll being completed and a shareholder having
lodged a proxy appointment is still entitled to attend the meetings and vote
their shares themselves as they see fit.

                      This information is provided by RNS
            The company news service from the London Stock Exchange