9th May 2008 18:05
9th May 2008
AGA FOODSERVICE GROUP PLCRESULT OF EXTRAORDINARY GENERAL MEETING
Aga Foodservice Group plc (the "Company") is pleased to announce that all of the resolutions proposed at the Extraordinary General Meeting held earlier today, were duly passed as special resolutions unanimously on a show of hands.
Shareholders have accordingly approved the proposed Return of Cash to shareholders of 121 pence per Existing Ordinary Share by way of one B share or C share for each Existing Ordinary Share and a 3 for 5 share capital consolidation, as set out in the Circular to Shareholders dated 28th March 2008.
Application has been made to the London Stock Exchange and the UK Listing Authority for the admission to the Official List of 69,204,840 New Ordinary Shares of 46 7/8 pence each. It is expected that these shares will be admitted to the Official List at 8.00 a.m. on 12th May 2008.
The Company is also pleased to announce that the allotment of the B shares andthe C shares and the share capital consolidation have been approved at ameeting of a committee of the Board of Directors of the Company heldimmediately after the Existing Ordinary Share register closed and the ExistingOrdinary Shares were disabled in CREST earlier today. No application has been,or will be made for the B shares or C shares to be admitted to listing on theOfficial List or admitted to trading on the London Stock Exchange's market forlisted securities or any other recognised investment exchange.
Following the share consolidation the number of shares in issue will reduce to 69.2 million. The average number of shares in issue in 2008 will be approximately 86 million.
The proxy votes cast in respect of the resolutions were as follows:
Company Name: Aga Foodservice Group plc Meeting Date: 9th May 2008
Number of cards (shareholders) at meeting date: 1,296 Issued share capital at meeting date:
115,341,400 Number of votes per share: 1 Meeting type AGM/EGM: EGM Resolution (No.as noted on proxy form) Votes Votes Votes Poll For Against Marked As Yes/No Votes Withheld/ Abstentions
1 To amend the articles of association 48,050,234 31,029 17,314
No
of the Company to reflect the changes introduced by the Companies Act 2006 which come into effecton or before 6th April 2008
2 To approve the return of cash of 48,047,778 45,676 5,123
No
121 pence per share and a 3 for 5 share capital consolidation
3 To amend the Company's authority to 48,054,990 26,730 16,857
No
make market purchases of its ordinary shares pursuant to S.163(3) Companies Act 1985
4 To amend the articles of association 48,067,103 13,324 18,150
No
of the Company to reflect the changes introduced by the Companies Act 2006 which come into effect on or before 1st October 2008 Notes:
(i) The "Votes For" figures include those votes giving the Chairman discretion
on casting the votes.
(ii) A "Vote Withheld" is not a vote in law and is not counted in the total
number of votes cast on a resolution.
Certified copies of the document setting out the resolutions passed as specialbusiness (as defined by the Listing Rules of the Financial Services Authority)by the Company at the meeting have been submitted to the Document ViewingFacility of the Financial Services Authority. These copies will shortly beavailable for viewing at the Document Viewing Facility, at the address below,from 9.00am to 5.30pm on every weekday except bank holidays.Document Viewing FacilityThe Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HSTel: 020 7066 1000Printed copies of the resolutions passed as special business may be obtained bywriting to The Company Secretary, Aga Foodservice Group plc, 4 Arleston Way,Shirley, Solihull B90 4LH.
The resolutions and the number of proxy votes received will also be posted on the Company's website, www.agarangemaster.com.
All defined terms used in this announcement shall have the same meaning as in the Circular issued to Shareholders dated 28th March 2008.
Enquiries
P M Sissons, Company Secretary 0121 711 6090
vendorRelated Shares:
AGA.L