24th Feb 2009 10:42
23 February 2009
Sport Media Group plc
("SMG," the "Company" or the "Group")
ReSULT OF AGM AND Offer Period
Sport Media is pleased to announce that all resolutions proposed at the Annual General Meeting, held earlier today, were duly passed.
The Group continues to have constructive discussions with its bankers and the Board remains optimistic that an extension to facilities can be achieved.
Following a number of unsolicited approaches, the Board is exploring all opportunities to sell the business, in part or whole. There can be no certainty that any sale of the business will proceed or that an offer will be made for the Company or as to the terms on which any such offer might be made.
As a result of this announcement the Company is now in an Offer Period under the rules of the Takeover Code.
A further update will be provided as soon as possible.
For further information, please contact:
Sport Media Group plc
Andrew Fickling, Chief Executive Officer Tel: + 44 (0) 161 236 4466
Andrew Fletcher, Chief Financial Officer Tel: + 44 (0) 20 8507 6965
www.sportmediagroup.co.uk
Daniel Stewart & Company plc
Simon Leathers/Oliver Rigby Tel: + 44 (0) 20 7776 6550
www.danielstewart.co.uk
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that it has 96,851,547 ordinary shares of 0.25p each in issue and admitted to trading on the London Stock Exchange under UK ISIN code GB00B11FCP94.
Dealing Disclosure Requirements:
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of the Company, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of the Company, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of the Company by the Company, or by any of its respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Related Shares:
SPMG.L