15th May 2008 17:24
15 May 2008
PartyGaming Plc
(the "Company")
Extraordinary General Meeting (the "EGM")
At the EGM of the Company held today in Gibraltar the ordinary resolution (to approve a ten for one share capital consolidation) and the special resolution (to adopt updated articles of association) set out in the Company's notice of EGM dated 9 April 2008 were passed on a poll by shareholders. The full results of the poll votes were as follows:
|
Resolution |
Total |
For |
Against |
Abstain |
||
|
Number |
Votes Cast |
Number |
% of shares voted |
Number |
% of shares voted |
Number |
|
ORDINARY RESOLUTION 1. To approve the share capital consolidation |
868,754,225 |
868,464,116 |
99.97 |
290,109 |
0.03 |
6,716 |
|
SPECIAL RESOLUTION 2. To approve the adoption of updated articles of association2 |
866,818,231 |
866,686,456 |
99.98 |
131,775 |
0.02 |
1,942,709 |
Note: 4,115,193,850 ordinary shares of 0.0015 pence per share ('Shares') in issue as at 13 May 2008 of which 102,274,973 Shares are held in the PartyGaming Plc Shares Trust (the 'Employee Trust'), the trustee of the Employee Trust has waived all voting rights in respect of these Shares. Therefore the total number of Shares with voting rights was 4,012,918,877 as at 13 May 2008.
The Company will file for inspection copies of both resolutions at the Financial Services Authority's Document Viewing Facility, 25 The North Colonnade, Canary Wharf, London E14 5HS.
Enquiries:
PartyGaming Plc + 350 200 78700
Robert Hoskin, Company Secretary
Simon Smith, Deputy Company Secretary
RESOLUTION 1 - THAT, subject to and with effect from the amendment of the Official List of the Financial Services Authority to reflect the consolidation of the Company's ordinary share capital provided for in this Resolution and the admission of the New Shares (as defined below) to trading on London Stock Exchange plc's main market for listed securities becoming effective by Monday, 19 May 2008 (or such later date as the Directors of the Company may decide):
(A) the share capital represented by all of the ordinary shares of 0.0015 pence each in the capital of the Company which at the close of business on Friday, 16 May 2008 (or such other time and date as the Directors of the Company may determine) (the 'Consolidation Record Time') are shown in the books of the Company as authorised but unissued be consolidated into share capital of the Company with a nominal value equal to the product of 0.0015 pence and such number of ordinary shares, and the share capital represented by that consolidation be sub-divided into new ordinary shares of 0.015 pence each (the 'Unissued New Shares'), provided that where such sub-division results in a fraction of an Unissued New Share such fraction shall, together with the minimum number of Unissued New Shares as are required (after this Resolution has become wholly unconditional and effective) to be cancelled in order that the nominal value in pounds sterling of the Company's authorised share capital is a multiple of 0.015 pence, be cancelled pursuant to section 98 of the Gibraltar Companies Act 1930 (as amended);
(B) the share capital represented by each holding of ordinary shares of 0.0015 pence each in the capital of the Company (taken together the 'Existing Shares') as shown in the register of members at the Consolidation Record Time be consolidated into share capital of the Company with a nominal value equal to the product of 0.0015 pence and the number of Existing Shares comprised in such holding and the share capital represented by each such consolidation be sub-divided into ordinary shares of 0.015 pence each (the 'New Shares') provided that:
(i) where such consolidation and sub-division results in a member being entitled to a fraction of a New Share, such fraction shall be aggregated with other such fractions into New Shares (the 'Fractional Entitlement Shares'); and
(ii) the Directors of the Company be and are hereby authorised to sell (or appoint another person to sell), on behalf of all the relevant members, all the Fractional Entitlement Shares, at the best price reasonably obtainable, and distribute the proceeds of sale (net of expenses) in accordance with the provisions of the Company's articles of association then in force (any fraction of a penny which would otherwise be payable being rounded down to the nearest penny if less than half a penny and rounded up if more than or equal to half a penny), and that any person authorised by the Directors of the Company be and is hereby authorised to execute any instrument of transfer in respect of such shares on behalf of the relevant Shareholders; and
(C) the Company's memorandum of association be amended by the deletion of the existing paragraph 5 and its substitution by the following new paragraph 5, with effect from the conclusion of the Meeting:
'5. The authorised share capital of the company is £75,000 (Seventy-Five Thousand Pounds Sterling) divided into 500,000,000 (Five Hundred Million) Ordinary shares of £0.00015 (Fifteen Hundred-Thousandths of a Pound Sterling) each, with power to divide the shares in the capital for the time being into several classes and with power to increase the capital and to issue any of the shares in the capital, original or increased, with or subject to any preferential, special or qualified rights or conditions as regards dividends, repayment of capital voting or otherwise.'
2 RESOLUTION 2 - THAT the amended articles of association of the Company produced to the Meeting and initialled by the Chairman for the purpose of identification as New Articles, be adopted as the articles of association of the Company, in substitution for, and to the exclusion of, the existing articles of association with effect from the conclusion of the Meeting.
Related Shares:
BPTY.L