12th Sep 2006 07:01
RDF Group PLC12 September 2006 RDF Group plc ("RDF" or "the Company") Significant Shareholder Dealing On 11 September 2006, Mr Anthony Antoniades, the majority shareholder in theCompany, entered into a Relationship Agreement with RDF and Smith & WilliamsonCorporate Finance Limited ("Smith & Williamson") pursuant to which, inter alia,Mr Antoniades has undertaken to ensure that, unless agreed between the Board andSmith & Williamson, a majority of directors on the Board and on all significantboard committees will have no material relationship or interest with MrAntoniades or any related party of his. In addition, no material arrangement orarrangement between any group company and Mr Antoniades and/or any related partyof his shall be entered into or varied without a Board resolution on which anydirectors who have a material relationship, association or interest with him donot vote and in respect of which at least one such non-executive director shallbe in the majority or approve the resolution in writing. Mr Antoniades has also transferred 4,701,999 ordinary shares of 2p each in RDF("Ordinary Shares") to Mercator Nominees Limited ("Mercator"). Mr Antoniades'beneficial holding in the Company remains 9,849,999 Ordinary Shares representing94.7 per cent. of the Company's issued share capital. However, Mr Antoniades has entered into an arrangement with Mercator under whichMercator will exercise the voting rights attaching to the 4,701,999 OrdinaryShares transferred to them (representing 45.2 per cent. of the Company's issuedshare capital) in accordance with the instructions of Mr James Carr, chairman ofRDF, save in respect of any matters relating to the acceptance of a takeoveroffer regulated by the The Takeover Code. In matters relating to such a takeoveroffer, the voting rights on the transferred shares will be exercisable by MrAntoniades. 12 September 2006 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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