3rd Jan 2006 10:16
Tinopolis PLC03 January 2006 Tinopolis Plc3 January 2006 Tinopolis Plc Result of AGM Offer by Winghaven Partners Ltd on behalf of Tinopolis Plc ("Tinopolis") for The Television Corporation Plc ('TV Corp') Tinopolis is pleased to announce that, at the Annual General Meeting held on 31December 2005, the ordinary resolutions and the special resolution put to shareholders were duly passed. As a result, Tinopolis also announces that, save for re-admission of the Existing Tinopolis Shares and Admission of the New Tinopolis Shares, all other conditions of the Offer made by Winghaven Partners Limited on its behalf for the whole of the issued share capital of TV Corp have now been satisfied or waived. Accordingly, the Offer has been declared unconditional in all respects, save for Admission, which is expected to occur on 17 January 2006 in relation to acceptances received up to and including 3 January 2006. The Offer will becomeunconditional in all respects upon the re-admission of the Existing Tinopolis Shares and admission of the New Tinopolis Shares to trading on AIM and such Admission becoming effective in accordance with the AIM Rules subject only to allotment thereof. As announced on 29 December 2005, Tinopolis had received valid acceptances ofthe Offer in respect of a total of 24,485,696 TV Corp Shares representingapproximately 58.76 per cent. of the issued share capital of TV Corp. The Offerwill remain open for acceptance by TV Corp Shareholders until further notice. TV Corp Shareholders who hold their shares in certificated form and who have notyet accepted the Offer are urged to complete and return their Forms of Acceptance to Capita Registrars, Corporate Actions, PO Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TH, as soon as possible. Holders of TV Corp Shares in uncertificated form may only accept the Offer in respect of such shares by TTE Instruction in accordance with the procedure set out in paragraph 15 of Part VII of the Offer Document. If you are a CREST sponsored member you should refer to your CREST sponsor before taking any action. TV Corp Shareholders who are in any doubt as to the procedure for acceptance orwho require assistance with filling in the Form of Acceptance should call CapitaIRG on 0870 162 3121. The definitions contained in the Offer Document sent to TV Corp Shareholders on 8 December 2005 apply for the purposes of this announcement. The Tinopolis Directors accept responsibility for the information contained inthis document. To the best of the knowledge of the Tinopolis Directors (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this document is in accordance with the facts and contains noomission likely to affect its import. If you are in any doubt as to the action you should take you are recommended toseek your own independent financial advice from your stockbroker, bank manager,solicitor, accountant or other independent financial adviser authorised underthe Financial Services Act 1986 and the Financial Services and Markets Act 2000if you are in the United Kingdom, or, if not, from another appropriatelyauthorised financial adviser. If you have sold or otherwise transferred all your TV Corp Shares, please sendthis document as soon as possible to the purchaser or transferee or to thestockbroker, bank or other agent through whom the sale or transfer was effectedfor transmission to the purchaser or transferee. However such document shouldnot be forwarded or transmitted in or into the United States, Canada, Australiaor Japan or any other jurisdiction if to do so would constitute a violation ofthe relevant laws of such jurisdiction. The distribution of this document injurisdictions other than the UK may be restricted by law and therefore personsinto whose possession this document comes should inform themselves about andobserve any such restrictions. Any failure to comply with those restrictions mayconstitute a violation of the securities laws of any such jurisdiction. Winghaven Partners Limited, which is regulated in the United Kingdom by TheFinancial Services Authority, is acting for Tinopolis and for no one else inconnection with the Offer and will not be responsible to anyone other thanTinopolis for providing the protections afforded to customers of WinghavenPartners nor for providing advice in relation to the Offer. Panmure Gordon (Broking) Limited, which is regulated in the United Kingdom byThe Financial Services Authority, is acting for Tinopolis and for no one else inconnection with the Offer and will not be responsible to anyone other thanTinopolis for providing the protections afforded to customers of Panmure Gordonnor for providing advice in relation to the Offer. Enquiries: Tinopolis 01554 880 880Ron Jones, Executive ChairmanArwel Rees, Managing Director Winghaven Partners Ltd 020 7201 8899(Financial Adviser to Tinopolis)Will IselinRob Edgell Panmure Gordon (Broking) Ltd 020 7459 3600(Nominated Adviser and Broker to Tinopolis)Grant HarrisonMark Lander Media Enquiries: Mantra PR 020 7907 7800Nick BishopLawrence Dore The Offer is not being made directly or indirectly in or into, or by use of the mails or any other means of instrumentality (including, without limitation, fax,telex or telephone) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia or Japanand will not be capable of acceptance by any such use, means, instrumentality or facilities or from within the USA, Canada, Australia or Japan. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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