31st May 2007 15:24
Independent News & Media PLC31 May 2007 PROPOSALS AT EXTRAORDINARY GENERAL MEETING Dublin/London - 31st May, 2007: Independent News & Media PLC ('INM') has notedthe erroneous media commentary today in relation to certain of the resolutionsproposed for consideration at its extraordinary general meeting (EGM) scheduledfor June 13, 2007 and the recommendation of International Shareholder ServicesInc (ISS) in connection with voting on those resolutions. INM is committed to good corporate governance and to compliance with regulationsapplicable to it as an Irish incorporated company listed on the Official Listsin Dublin and London. The proposed EGM resolutions seek to align INM's Articlesof Association with the Companies Act 1990, the Listing Rules of the Irish StockExchange and UK Listing Authority and market practice. The resolutions do not alter the existing notification thresholds and therestrictions referred to would only be relevant in certain limited circumstancesfollowing the failure of a shareholder to respond to a request for disclosure ofthe beneficial owner of shares served under Article 8 or Section 81 of the 1990Act. INM was not contacted by ISS in connection with its recommendation and wishes toclarify the nature of the proposed amendment to the Company's Articles ofAssociation and, in particular, in connection with disclosure of beneficialinterests ("Proposals"). The Proposals would not: Require shareholders in INM with an interest above 0.25% to notify the Companyof such interest. The notification threshold for Irish incorporated listedpublic companies specified in section 67 of the Companies Act 1990 ("1990 Act")(starting at 5.00%) applies equally to shareholders in INM without modification.There is no lower threshold being proposed. The Proposals would: As permitted by the 1990 Act and the Listing Rules, allow the Company to imposecertain restrictions (including potentially withholding of dividends and votingand attendance rights at general meeting) but only in the case of very limitedcircumstances. These circumstances are generally, failure by the shareholder inquestion to respond to a request for disclosure of the beneficial owner ofshares served under Article 8 (disclosure of beneficial interest) or undersection 81 of the 1990 Act. Such restrictions are enshrined in the 1990 Act and the Listing Rules and areavailable to all companies subject to such legislation. The proposed amendmentto the INM Articles is intended to more accurately reflect the provisions of the1990 Act, the Listing Rules and market practice. The 0.25% reference is to the percentage interest below which restrictions wouldnot apply. This is in accordance with paragraph 6.3.9 of the Listing Rules ofthe Irish Stock Exchange and paragraph 9.3.9 of the Listing Rules of the UKListing Authority. INM is contacting ISS to clarify these matters. ENDS Thursday 31st May, 2007 For further information, please contact: Gavin O'Reilly Chief Operating Officer +353 1 466 3200Donal Buggy Chief Financial Officer +353 1 466 3200 +-------------------------+------------------------+---------------------------+|Media | | |+-------------------------+------------------------+---------------------------+|Pat Walsh |Rory Godson |Paul Keary ||Murray Consultants |Powerscourt Media |Financial Dynamics ||(Dublin) |(London) |(New York) ||Tel: +353 1 498 0300 |Tel: +44 207 236 5619 |Tel: +1 212 850 5600 |+-------------------------+------------------------+---------------------------+| | | |+-------------------------+------------------------+---------------------------+|Investors and Analysts |+------------------------------------------------------------------------------+|Mark Kenny/ Jonathan Neilan, K Capital Source (Dublin) ||Tel: +353 1 631 5500 ||Email: [email protected] |+------------------------------------------------------------------------------+ This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Independent News & Media