5th Dec 2014 11:52
Cable & Wireless Communications Plc5 December 2014
CABLE & WIRELESS COMMUNICATIONS PLC
("CWC" or the "Company")
RESULTS OF GENERAL MEETING
CWC announced on 6 November 2014 that it had agreed terms to purchase 100 per cent. of the equity of Columbus International Inc, a leading privately-owned fibre-based telecommunications and technology services provider operating in the Caribbean, Central America and the Andean region, for USD1.85bn (the "Acquisition").
CWC announces that at its General Meeting held today, each of the resolutions put to the meeting necessary to approve the Acquisition were passed by the necessary majorities and were decided by a poll vote. A summary of the voting results is set out below.
Resolutions 1-5 (inclusive) proposed as ordinary resolutions
RESOLUTIONS | VOTES FOR | % | VOTES AGAINST | % | TOTAL % OF ISSUED SHARE CAPITAL VOTED | VOTES WITHHELD | |
1 | To approve the Acquisition | 1,744,574,636 | 89.23 | 210,671,589 | 10.77 | 1,955,246,225 | 8,080,745 |
2 | To give authority to allot shares in connection with the Acquisition | 1,743,751,709 | 89.19 | 211,353,176 | 10.81 | 1,955,104,885 | 8,222,085 |
3 | To approve the entry into the Put Option Deeds | 1,523,739,734 | 84.90 | 270,972,673 | 15.10 | 1,794,712,407 | 168,614,563 |
4 | To give authority to allot shares in connection with potential payment by CWC under the Put Option Deeds | 1,709,350,872 | 88.99 | 211,383,339 | 11.01 | 1,920,734,211 | 42,592,759 |
5 | To approve the terms of the Deferred Bonus Plan | 1,775,762,984 | 90.84 | 179,027,037 | 9.16 | 1,954,790,021 | 8,534,949 |
Resolution 6 proposed as an ordinary resolution voted on by Independent Shareholders
RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | TOTAL % OF ISSUED SHARE CAPITAL VOTED | VOTES WITHHELD | |
6 | To approve waivers granted by the Panel | 1,715,474,674 | 88.56 | 221,658,092 | 11.44 | 1,937,132,766 | 26,194,204 |
Following the passing of Resolution 6, the maximum potential interest of the Concert Parties in the Company is 1,663,089,975 ordinary shares (being 38.34% of issued share capital).
As had been announced on 20 November 2014, the resolutions numbered seven and eight in the notice of general meeting in the shareholder circular (the "Circular") published by the Company in connection with the Acquisition were not put before the meeting, and no business was conducted at the Court Meeting, which was opened and adjourned at 10:00am today.
Completion of the Acquisition remains subject to the satisfaction or waiver of certain other conditions, including the obtaining of certain regulatory approvals, set out in Part I of the Circular.
Capitalised terms used in this announcement have the meanings given to them in the Circular.
In accordance with Listing Rule 9.6.2, a copy of all resolutions passed have today been submitted to the UK Listing Authority for publication through the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.
Sir Richard Lapthorne, CWC's Chairman said:
"I speak for the whole Board when I say that we are very pleased we have received shareholder approval for this acquisition which will significantly enhance CWC's growth profile and accelerate the progress towards each of the strategic goals we unveiled in May. It will also create a fully converged telecommunications business which, with the support of host Governments and Regulators, will provide the Caribbean with leading edge communications capability, as good as anywhere in the world."
Phil Bentley, CWC's Chief Executive Officer said:
"We know we have to work closely with Governments and Regulators to ensure that our customers benefit and that competition isn't compromised - and that's a commitment we've happily made to all our stakeholders which we will uphold.
In the discussions I've already had with Governments and the Regulators, I've emphasised my belief that this transaction will be good for bringing further investment to our markets, good for our employees and, most importantly, good for our customers, particularly in view of the fact that our biggest competitor in the Caribbean will still be bigger than us, even after this deal."
For further information please contact:
Cable & Wireless Communications PlcKunal Patel +44 (0) 20 7315 4083
Mike Gittins +44 (0) 20 7315 4184
525502782
Related Shares:
CWC.L