Results of Court and Scheme G
Informa plc
2 June 2009
Informa plc - Results of Court Meeting and Scheme General Meeting
On 1 May 2009, Informa plc (the 'Company') announced details of a proposed Court sanctioned Scheme of Arrangement to change the Group's corporate structure by putting in place a new parent company for the Informa Group (the 'Scheme'). On the same day, the Company sent a circular (the 'Scheme Circular') to Shareholders containing, among others, the terms of the Scheme, notices convening the requisite shareholder meetings and details of the action to be taken by Shareholders.
The Informa Board is pleased to announce that, at the Court Meeting held earlier today to approve the proposed Scheme, the resolution approving the Scheme was passed by the requisite majority on a poll.
The voting of those members who cast votes either in person or by proxy at the Court Meeting is set out below:
|
|
No. of Shareholders Voting |
% of Shareholders Voting |
No. of Ordinary Shares Voted |
% of Ordinary Shares Voted |
% of issued Ordinary Shares |
|
FOR |
463 |
21.77 |
403,063,318 |
98.67 |
67.70 |
|
AGAINST |
39 |
1.83 |
5,447,837 |
1.34 |
0.92 |
In addition, at the Scheme General Meeting also held earlier today, Informa Shareholders passed the special and ordinary resolutions by the requisite majorities on a show of hands to approve: (i) certain matters in connection with the implementation of the Scheme; (ii) the New Informa Reduction of Capital; (iii) a change of name of the Company to Informa Group plc; (iv) the delisting of the Ordinary Shares from the Official List; (iv) the rules of, and the adoption and implementation of, the New SIP, the New Stock Purchase Plan and the New LTIP.
The proxy votes lodged in respect of the resolutions are set out below. There were 3 shareholders at the meeting. The issued share capital as at today's date is 595,339,255 and the number of votes per share is one.
|
|
FOR |
DISCRETIONARY |
AGAINST |
ABSTENTIONS |
TOTAL VOTE |
||||||||
|
|
No. of Votes |
% of vote |
No. of Cards |
No. of Votes |
% of vote |
No. of Cards |
No. of Votes |
% of vote |
No. of Cards |
No. of Votes |
% of vote |
No. of Cards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
405,006,229 |
98.42 |
443 |
188,208 |
0.05 |
23 |
5,372,038 |
1.31 |
36 |
962,007 |
0.23 |
13 |
411,528,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
409,451,198 |
99.50 |
460 |
187,508 |
0.05 |
22 |
926,206 |
0.23 |
17 |
963,570 |
0.23 |
15 |
411,528,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
409,453,962 |
99.50 |
464 |
187,508 |
0.05 |
22 |
925,226 |
0.22 |
16 |
961,786 |
0.23 |
12 |
411,528,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
405,003,877 |
98.41 |
442 |
188,208 |
0.05 |
23 |
5,374,493 |
1.31 |
37 |
961,904 |
0.23 |
13 |
411,528,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
405,734,465 |
98.59 |
450 |
188,208 |
0.05 |
23 |
4,242,286 |
1.03 |
31 |
1,363,522 |
0.33 |
16 |
411,528,481 |
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These details will shortly be displayed on Informa's website at www.informa.com.
Completion of the Scheme remains subject to the sanction of the High Court of Justice in England and Wales, the hearing in respect of which is expected to take place on 29 June 2009. The Scheme is expected to become effective on 30 June 2009.
The last day of dealings in, and for registration of transfers of, Ordinary Shares, is expected to be 29 June 2009 and, if the Scheme becomes effective on 30 June 2009, the listing of the Ordinary Shares on the Official List and the admission of the Ordinary Shares to trading on the London Stock Exchange will be cancelled on that date. Subject to the Scheme becoming effective on 30 June 2009, it is expected that dealings in New Informa Shares on the London Stock Exchange's main market for listed securities will commence at 8.00 a.m. on 30 June 2009.
Copies of the resolutions passed at the Court Meeting and the Scheme General Meeting will shortly be submitted to the Financial Services Authority (the 'FSA') and will shortly be available for inspection by the public during normal business hours on any weekday (except public holidays) at the FSA's Document Viewing Facility, which is situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS (tel. +44 (0) 20 7676 1000).
Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Circular.
For further information please contact:
John Burton
Company Secretary
Julie Wilson
Deputy Company Secretary
Tel: 020 7017 5000
IMPORTANT NOTICE
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdictions outside of England.
The New Informa Shares if and when issued in connection with the Scheme referred to in this announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ''US Securities Act'') or under the securities legislation of any state or territory or jurisdiction of the United States. The New Informa Shares if and when issued in connection with the Scheme referred to in this announcement will be issued in reliance on the exemption provided by section 3(a)(10) of the US Securities Act. Neither the United States Securities and Exchange Commission nor any US state securities commission has reviewed or approved this document or the Scheme. Any representation to the contrary is a criminal offence in the United States.
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction.
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the Scheme Prospectus. The Scheme Prospectus is available on Informa's website and is available for inspection at the UK Listing Authority's Document Viewing Facility.
This information is provided by RNS
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