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UTV Media PLC (UTV)

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Friday 20 June, 2008

UTV Media PLC

Result of General Meeting

RNS Number : 2050X
UTV Media PLC
20 June 2008
 



IT SHOULD BE NOTED THAT THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR INTO ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW.


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 UTV MEDIA PLC ON 4 JUNE 2008 IN CONNECTION WITH THE PROPOSED RIGHTS ISSUE. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AT ORMEAU ROAD, BELFAST BT7 1EB ON ANY DAY (SATURDAYS, SUNDAYS AND BANK HOLIDAYS EXCEPTED) AND AT THE FINANCIAL SERVICES AUTHORITY'S DOCUMENT VIEWING FACILITY.


20 June 2008


For Immediate Release


UTV Media plc

(''UTV' or the 'Company')


Results of General Meeting and Despatch of Provisional Allotment Letters


UTV Media plc announces that at the General Meeting held today for the purpose of passing certain resolutions relating to the proposed Rights Issue announced on 4 June 2008, all Resolutions put to the meeting were duly passed without amendment.


Under the terms of the Rights Issue, the Company intends to raise approximately £49.9 million by the issue of 38,361,011 Rights Issue Shares. The Rights Issue will be undertaken on the basis of 2 Rights Issue Shares for every 3 Existing Ordinary Shares held on 17 June 2008 at the Rights Issue Price of 130 pence per Rights Issue Share.  Other than in relation to an aggregate of 662,237 Rights Issue Shares in respect of which all of the Directors have irrevocably undertaken to take up their rights pursuant to the Rights Issue, the Rights Issue has been fully underwritten by the Joint Underwriters, Numis and Goodbody Stockbrokers.


Expenses relating to the Rights Issue and the refinancing of the Group's debt facilities are expected to be approximately £3.2 million resulting in net proceeds receivable by UTV of approximately £46.7 million.


Provisional Allotment Letters will be posted to Qualifying non-CREST Shareholders today.  It is expected that the Nil Paid Rights will be enabled for settlement in CREST and dealings in Rights Issue Shares, nil paid, will commence on the London Stock Exchange and the Irish Stock Exchange at 8.00 a.m. on 23 June 2008. The latest time and date for acceptance of payment in full for and registration of renounced Provisional Allotment Letters is 11.00 a.m. on 14 July 2008.


Definitions used in the prospectus dated 4 June 2008 (the 'Prospectus') apply to this announcement unless the context otherwise requires.

  

Details of proxy voting instructions in relation to the Resolutions, as set out in the notice of General Meeting contained in the Prospectus received prior to the General Meeting, are set out below:


Resolution

For

Against

Discretion to Chairman

Withheld

1. To increase the authorised share capital of the Company

32,543,665

37,534

124,316

104,546

2. To grant the Directors authority to allot shares under Article 90 of the Companies (Northern Ireland) Order 1986 (the 'Order')

32,525,743

45,541

124,231

114,546

3. To authorise the Directors to issue shares under Article 104 of the Order

32,459,853

59,086

124,271

166,851


Resolutions 1 and 2 were proposed as ordinary resolutions and Resolution 3 was proposed as a special resolution.


A vote withheld is not a vote in law and is not counted in the calculation of proportion of votes 'For' or 'Against' a resolution.


The total number of ordinary shares of pence each in the Company in issue as at 20 June 2008 was 57,541,517. In total, 39,107,563 proxy votes were received, representing approximately 68 per cent. of the Company's Existing Ordinary Shares.


For further information contact:


UTV Media plc:


John McCann 

Group Chief Executive 

Telephone: +44 (0) 28 90 262202


Paul O'Brien

Group Finance Director

Telephone: + 44 (0) 28 90 262098


Maitland:

Anthony Silverman

Rowan Brown

Telephone: +44 (0) 20 7379 5151


Numis Securities Limited:

Jag Mundi

Christopher Wilkinson

Telephone: +44 (0) 20 7260 1000


Goodbody Corporate Finance:

Kevin Keating

Telephone: + 353 (0) 1 667 0420


Numis, which is regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis or for providing advice in relation to the Rights Issue and/or the contents of this announcement.


Goodbody Corporate Finance, which is regulated in the Republic of Ireland by the Financial Regulator, is acting for the Company and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Goodbody Corporate Finance or for providing advice in relation to the Rights Issue and/or the contents of this announcement.


Goodbody Stockbrokers, which is regulated in the Republic of Ireland by the Financial Regulator, is acting for the Company and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Goodbody Stockbrokers or for providing advice in relation to the Rights Issue and/or the contents of this announcement.


This announcement does not constitute an offer to sell or the solicitation of an offer to acquire the Rights Issue Shares or to take up entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful. None of the Existing Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights, the Rights Issue Shares or the Provisional Allotment Letters have been or will be registered under the United States Securities Act of 1933 (as amended) or under the applicable securities laws of any state or other jurisdiction of the United States and will not qualify for distribution under any of the relevant securities laws of any of the Excluded Jurisdictions. Accordingly, unless a relevant exemption from such requirements is available, none of the Existing Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights, the Rights Issue Shares or the Provisional Allotment Letters may, subject to certain exceptions, be offered, sold, resold, taken up, exercised, renounced, transferred or delivered, directly or indirectly, in or into the United States or any Excluded Jurisdiction or in any country, territory or possession where to do so may contravene local securities laws or regulations. Shareholders who believe that they, or persons on whose behalf they hold Existing Ordinary Shares, are eligible for an exemption from such requirements should refer to the Prospectus sent to Shareholders to determine whether and, if so, how they may participate in the Rights Issue. Overseas Shareholders and any person (including, without limitation, custodians, nominees and trustees) who has a contractual or other legal obligation to forward this announcement or the Provisional Allotment Letter in or into a jurisdiction outside the United Kingdom or the Republic of Ireland should read refer to the Prospectus sent to Shareholders.



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