Close
Company Search
Become a Member
  • Track your favourite stocks
  • Create & monitor portfolios
  • Daily portfolio value
Sign Up
Quickpicks
Add shares to your
quickpicks to
display them here!

Result of EGM

24th Jun 2009 11:59

RNS Number : 4264U
TMN Group PLC
24 June 2009
 



24 June 2009

TMN Group plc

Announcement of results of Extraordinary General Meeting ("EGM")

TMN Group plc ("TMN Group" or "the Company"), one of the UK's leading online digital marketing organisations, is pleased to announce that the resolutions relating to the proposed acquisition of the entire issued share capital of Progressive Digital Media Group Limited ("Progressive") (the "Acquisition") through the issue of 291,942,672 new Ordinary Shares to Michael Danson, Progressive's sole shareholder and a non-executive director of TMN Group, were approved by the Company's shareholders at the EGM held earlier today. 

The Acquisition is expected to complete tomorrow, 25 June 2009, when the new Ordinary Shares are expected to be admitted to trading on AIM. It is intended that the Company's name will be changed to Progressive Digital Media Group plc before admission to trading on AIM.

Unless, otherwise defined, all capitalised terms used have the same meaning given to them as defined in the Re-Admission Document sent to the Company's shareholders on 5 June 2009. Details of the resolutions are set out in the Notice of EGM included within the Re-Admission Document.

The following is a summary of the resolutions which were duly passed:

1. the approval of the Independent Shareholders for the Whitewash Resolution concerning the waiver of obligations under Rule 9 of the City Code.
 
2. the approval of Existing Shareholders in accordance with the AIM Rules for Companies, as the Acquisition constitutes a "reverse takeover" for the Company.
 
3. the approval of the substantial property transaction with Michael Danson, one of the Directors as part of the Acquisition in compliance with the Companies Act 2006.
 
4. authorising the Directors to increase the authorised share capital of the Company from GBP110,000 to GBP200,000 by the creation of 900,000,000 Ordinary Shares. 
 
5. authorising the Directors to allot the Consideration Shares and otherwise to allot relevant securities (as defined in Section 80 of the 1985 Act) up to an aggregate nominal amount of GBP12,318 conditional on the passing of the above Resolutions. 
 
 
6. empowering the Directors, pursuant to section 95 of the 1985 Act, to disapply the statutory pre-emption rights of the Shareholders in respect of pre-emptive offerings to Shareholders and to otherwise allot equity securities (as defined in the 1985 Act) for cash on a non pre-emptive basis up to an aggregate nominal amount of GBP1,847 conditional on the passing of the above Resolutions.
 
7. the approval to change the name of the Company to Progressive Digital Media Group plc.

It is expected that the Enlarged Share Capital will be admitted to trading and dealings commence on 25 June 2009. The new ordinary shares will rank pari passu with TMN Group's existing ordinary shares in issue. Following admission of these shares to trading, TMN Group will have 369,547,686 ordinary shares in issue and admitted to trading.

Enquiries: 

TMN Group plc +44 (0) 16 8989 9210

Peter Harkness  

Investec Investment Banking +44 (0) 20 7597 5970

Erik Anderson / David Flin / Avital Lobel

Hudson Sandler +44 (0) 207 796 4133

Nick Lyon / James White

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
REGBGGDLUUDGGCS

Related Shares:

GlobalData
FTSE 100 Latest
Value8,328.60
Change52.94