2nd Jun 2008 13:44
United Business Media plc
Results of Court Meeting and General Meeting - Shareholders Approve Scheme of Arrangement
United Business Media plc announces that holders of its ordinary shares approved the Scheme of Arrangement proposed in a Circular to shareholders dated 9 May 2008 (the "Circular"), without modification, at a meeting convened by the Court and held today.
At a hearing convened for 20 June 2008, the High Court is expected to approve the Scheme of Arrangement, which will result in the establishment of a new UK listed, Jersey incorporated holding company, United Business Media Limited, above United Business Media plc. As is the case for United Business Media plc, the new holding company will have its primary listing on the London Stock Exchange.
At the General Meeting which immediately followed the Court Meeting shareholders also approved, without modification, all resolutions proposed in the Notice of Meeting included in the Circular. The resolutions included , amongst others, shareholder approval for the Scheme of Arrangement, for the New UBM Reduction of Capital in order to create distributable reserves, and for the reduction of capital and delisting of the B Shares. Shareholders also approved the adoption by United Business Media Limited of new employee sharesave and share option schemes as well as existing employee share plans previously operated by United Business Media plc, the principal terms of which were summarised in the Circular.
The full results of the votes cast at the meeting s were as follows:-
Poll results for the Court Meeting
Resolution to approve the Scheme
Number of votes for : 171,065,155 (99.92%)
Number of votes against : 141,958 (0.08%)
Number of voters for : 1,067
Number of voters against : 53
Poll results for the General Meeting
Voting at the General Meeting was conducted by poll on all resolutions. The results of the poll were as set out below:-
Special Resolutions For* % Against % Not Voted** 1. To approve the Scheme of 161,717,592 99.77 371,882 0.23 746,063 Arrangement and related matters. 2. To approve the New UBM Reduction 162,045,092 99.98 35,476 0.02 754,969
of Capital. 3. To change the name of the 162,786,872 99.98 28,002 0.02 20,663 company to UBM plc.
4. To delist the Ordinary Shares 162,766,743 99.98 39,164 0.02 29,630 from the Official List. 5. To approve the B Share Reduction 162,760,186 99.98 32,821 0.02 42,530
of Capital and the delisting of the B Shares from the Official List. Ordinary Resolutions
6. To authorise New UBM to adopt 160,085,762 98.36 2,669,164 1.64 80,610 the United Business Media 2008 Executive Share Option Scheme. 7. To authorise New UBM to adopt 162,732,562 99.96 57,412 0.04 45,563 the United Business Media 2008 Sharesave Scheme. 8. To authorise New UBM to adopt 162,459,156 99.95 84,597 0.05 291,784 the United Business Media 2004 International Sharesave Scheme. 9. To authorise New UBM to adopt 160,300,196 98.65 2,200,135 1.35 335,205 the United Business Media Bonus Investment Plan. 10. To authorise New UBM to adopt 160,376,762 99.70 481,705 0.30 1,977,069 the United Business Media Performance Share Plan.
\* This figure includes discretionary votes.
** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" a resolution.
The number of Ordinary Shares in issue at 9 May 2008 (the date of the Notice of Meeting) was 243,586,518. Proxy votes were received in respect of 171,207,113 Ordinary Shares, representing approximately 70% of the issued equity share capital of United Business Media plc as at 9 May 2008.
Copies of the resolutions passed at the Court Meeting and the General Meeting have been submitted to the UKLA and will shortly be available for inspection at the UKLA's document viewing facility, which is situated at the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
Anne SiddellCompany Secretary- ENDS -ContactsMedia Peter Bancroft Director of Communications E-mail [email protected] Direct telephone +44 20 7921 5961 Chris Barrie Citigate Dewe Rogerson E-mail [email protected] Direct telephone +44 20 7282 2943 Mobile +44 796 872 72 89 Analysts/Investors Email [email protected] Direct telephone +44 20 7921 5095 Nigel Wilson +44 20 7921 5019 Andrew Crow +44 20 7921 5940 Notes to Editors
About United Business Media plc
United Business Media plc is a leading global business media company. We inform markets and bring the world's buyers and sellers together at events, online, in print, and with the information they need to do business successfully. We focus on serving professional commercial communities, from doctors to game developers, from journalists to jewellery traders, from farmers to pharmacists around the world. Our 6,500 staff in more than 30 countries are organised into specialist teams that serve these communities, helping them to do business and their markets to work effectively and efficiently.
For more information on United Business Media plc, go to www.unitedbusinessmedia.com .
Terms used but not defined herein have the meanings given to them in the Circular.
Merrill Lynch International is acting as sponsor for New UBM's listing and as corporate broker to UBM and New UBM. Merrill Lynch International is acting for UBM and New UBM and no one else in connection with the proposals and will not be responsible to anyone other than UBM and New UBM for providing the protections afforded to its clients or for providing advice in relation to the proposals or the contents of this announcement.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE
SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF
APPLICABLE LAWS.
NOTICE TO UNITED STATES RESIDENTS
This announcement is not an offer of securities in the United States.
The New UBM Shares to be issued in connection with the proposals will not be, and are not required to be, registered with the US Securities and Exchange Commission under the US Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(10) thereof.
vendorRelated Shares:
UBM