14th Jan 2013 12:33
14 January 2013
Xchanging plc
("Xchanging" or the "Company")
Result of General Meeting
Xchanging hereby notifies the market that at the general meeting of the Company held on Monday 14 January 2013 the ordinary resolution contained in the Circular and Notice of Meeting circulated to shareholders on 17 December 2012 (the "Circular") was duly passed by shareholders. The purpose of the general meeting was to approve the entry by Xchanging into certain amendments to a JV Agreement classified under the Listing Rules as a "related party transaction" and requiring the prior approval of Xchanging's Shareholders, as detailed in the Circular. The full text of the ordinary resolution is set out in the Circular which is available on the Company's website at:
http://www.xchanging.com/investors/shareholder-services/agm-information
The result of the poll was as follows:
Description | Votes For | Votes Against | Votes Withheld |
To approve the Related Party Transaction | 183,282,240 | 200 | 395,647 |
Notes:
1. Any proxy votes which were at the discretion of the chairman of the meeting have been included in the "Votes For" column.
2. A total of 183,282,440 votes were validly cast, including a total of 145 proxy votes.
3. The proportion of the Company's issued share capital represented by those votes validly cast is 76.27%.
4. A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
Following the approval of Xchanging's Shareholders, certain amendments to the JV Agreement will be made which (a) remove from the JV Agreement an existing restriction on Xchanging's ability to transfer its shares in Kedrios, the joint venture company, without first obtaining the consent of SIA, its joint venture partner, and (b) amend a put option and a call option, held by SIA and Xchanging respectively, such that each becomes exercisable in the event of Xchanging transferring all its Kedrios shares to a third party.
Terms defined in the Circular have the same meanings when used in this announcement.
These results will also be published on the Company's website at:
http://www.xchanging.com/investors/news-and-media/regulatory-news
In accordance with Listing Rule LR9.6.2R, a copy of the resolution passed at the general meeting will shortly be submitted to the National Storage Mechanism and will be available for inspection at http://hemscott.com/nsm.do.
Enquiries:
Xchanging plc Tel: +44 (0) 207 780 6999
David Bauernfeind, Chief Financial Officer
Alexandra Hockenhull, Head of Corporate Communications
and Investor Relations
About Xchanging
Xchanging is a business process and technology service provider and integrator specialising in Financial Services, Insurance Services, Technology and Procurement, with processing skills and capabilities applicable to other vertical industry and market sectors.
www.xchanging.com
Related Shares:
XCH.L