9th Feb 2005 11:03
Extraordinary General MeetingPremier Farnell plc (the "Company") announces that the resolution to amend theCompany's articles of association to enable the Company to de-register from theUS Securities and Exchange Commission ("SEC") was passed at today'sExtraordinary General Meeting.246.7 million votes (96.7%) in favour of the resolution and 7.7 million votesagainst (3.04%) were cast by proxy. 0.7 million votes were withheld.The Company will not be able to file for de-registration from the SEC unlessand until the number of US shareholders, whether directly or through nominees,falls below 300 with respect to each of the ordinary and preference shares asseparate classes. Furthermore, the number of US shareholders in each class mustremain below 300 after de-registration in order to avoid re-commencement of SECreporting requirements.The amendment to the articles of association gives the Company's board thepower to require ordinary shares or preference shares which are held by USshareholders to be sold to non-US persons. If the board decides to exercise thecompulsory transfer power, it will do so with the objective of reducing thenumber of US shareholders of each class to below 300. It is not expected thatthe compulsory transfer power will be exercised prior to the Company'sannouncement in March 2005 of its preliminary results for the financial yearended 30 January, 2005.Copies of the Company's articles of association, as amended, and the resolutionpassed at the Extraordinary General Meeting will shortly be available forinspection at the UK Listing Authority's Document Viewing Facility, which issituated at:Financial Services Authority25 The North ColonadeCanary WharfLondon E14 5HSTel: 020 7676 1000Enquiries:James Garthwaite, Group Director, Communications Premier Farnell plc +44 (0) 207851 4100ENDRelated Shares:
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