10th Jan 2005 17:06
10 January 2005Premier Farnell PLCExtraordinary General MeetingThe Company announces that it is today posting to shareholders a circularcontaining notice of an Extraordinary General Meeting of the Company to be heldon 9 February 2005.The circular proposes amendments to Premier Farnell plc's articles ofassociation to enable the Company to terminate its reporting obligations underthe US Securities Exchange Act of 1934.Premier Farnell will only be able to file for de-registration from the SEC oncethe number of US Shareholders, whether holding directly or through nominees,falls below 300 with respect to each of the Ordinary Shares and the PreferenceShares as separate classes. Consequently the circular seeks shareholderapproval for a new provision enabling the Board to require Ordinary Shares orPreference Shares which are held by US Shareholders to be sold to non-USpersons. If the Board decides to exercise the compulsory transfer power, itexpects to apply the power first to those US Shareholders with the smallestholdings of Ordinary or Preference Shares in order to meet this requirement.Thereafter, to avoid re-commencement of SEC reporting requirements, the Boardmay require Ordinary and Preference Shares to be sold in order to ensure that,at the beginning of each subsequent financial year, the number of USShareholders for each class of share remains below 300.The Company has established that, on the basis of the current numbers andholdings of US Shareholders and the termination of the ADR programme announcedon 9 December 2004, only a small number of Ordinary Shares and PreferenceShares would have to be sold in order to bring the number of US Shareholders ofeach class to below 300.A copy of the circular can be accessed on the Company's website (www.premierfarnell.com) and will shortly be available for inspection at the UKListing Authority's Document Viewing Facility, which is situated at:Financial Services Authority25 The North ColonadeCanary WharfLondon E14 5HSTel: 020 7676 1000 - Ends - Enquiries:James Garthwaite, Group Director, Premier Farnell plc +44 (0) 20 7851 4100Communications Richard Mountain Financial Dynamics +44 (0) 20 7269 7291 (UK) Andrew Saunders Taylor Rafferty (NA) + 1 212 889 4350 ENDRelated Shares:
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