7th Jan 2008 14:12
Rightmove Plc07 January 2008 New Corporate Structure Results of Court Meeting and EGM Rightmove plc (the "Company") announces that at the meeting convened pursuant toan order of the High Court and held earlier today (the "Court Meeting") and atthe subsequent Extraordinary General Meeting (the "EGM") to approve the schemeof arrangement and other related matters whereby shares in the Company will beswapped for an equivalent number of shares in Rightmove Group plc (to be renamedRightmove plc), a new holding company, all resolutions received the necessarymajorities and were accordingly approved. Shareholders at the EGM also approved: • the operation of new share schemes by Rightmove Group plc (to be renamed Rightmove plc), the principal terms of which are summarised in the circular to shareholders dated 11 December 2007 (the "Circular"); • the change of the Company's name to Rightmove Group Limited with effect from the implementation of the scheme of arrangement; and • authorisation for Rightmove Group plc (to be renamed Rightmove plc), the new holding company, to communicate electronically with its shareholders. All resolutions at the EGM were carried on a show of hands. Information on theproxy votes lodged prior to the EGM for resolutions passed at that meeting isset out below and will shortly be displayed on the Company's website atwww.rightmove.co.uk/investors.rsp. RESULT FOR THE COURT MEETING: The voting of those members who cast votes either in person or by proxy on theresolution to approve the Scheme at the Court Meeting is summarised below: For: 92,344,201 (99.99%) Against: 11,064 (0.01%) Total votes cast: 92,355,265 Expected Timetable of Key Events Last day for dealings in Rightmove Ordinary Shares 25 January 2008 Scheme Record Time 6 p.m. 25 January 2008 Rightmove Group Ordinary Shares listed on the 28 January 2008London Stock Exchange and dealings commence Rightmove plc to be renamed Rightmove Group Limited and 28 January 2008Rightmove Group plc to be renamed Rightmove plc Court Hearing of petition to confirm reduction of capital 29 January 2008of Rightmove Group plc (which will be renamed Rightmove plc on 28 January 2008) Rightmove Group plc (which will be renamed Rightmove plc 30 January 2008 on 28 January 2008) reduction of capital effective Despatch of share certificates in respect of Rightmove 4 February 2008Group plc (which will be renamed Rightmove plc on 28 January 2008) Ordinary Shares This timetable is based on the Board's expectations and may be subject tochange. Financial Advice The Board has received advice in relation to the Proposals from UBS Limited. Documents Available for Inspection Copies of the resolutions passed at the Court Meeting and EGM have beensubmitted to the United Kingdom Listing Authority (the "UKLA") and will shortlybe available for viewing at the UKLA's Document Viewing Facility which issituated at the following address: Financial Services Authority, 25 The NorthColonnade, Canary Wharf, London E14 5HS. For Further Information Graham Zacharias, Rightmove plc +44 20 7087 0700 Brian Hudspith, Maitland +44 20 7379 5151 UBS Limited is acting exclusively for the Company and Rightmove Group plc andno-one else in connection with the Proposals and will not be responsible toanyone other than the Company and Rightmove Group plc for providing theprotections afforded to the customers of UBS Limited or for providing advice inrelation to the Proposals. Terms used but not defined herein have the meanings given to them in theCircular. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANOFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENTSHALL BE SOLD, ISSUED OR TRANSFERRED IN OR INTO ANY JURISDICTION INCONTRAVENTION OF APPLICABLE LAW. Notice to United States residents In particular, this document is not an offer of securities in the United States.The Rightmove Group Ordinary Shares will not be, and are not required to be,registered with the US Securities and Exchange Commission (the "SEC") under theUS Securities Act of 1933, as amended (the "US Securities Act"), or under thesecurities laws of any state, district or other jurisdiction of the UnitedStates. It is expected that the Rightmove Group Ordinary Shares will be issuedin reliance on the exemption from registration provided by Section 3(a)(10)thereof. Rightmove Ordinary Shareholders (whether or not US persons) who areaffiliates (within the meaning of the US Securities Act) of Rightmove orRightmove Group before implementation of the Scheme or who are affiliates ofRightmove Group after the implementation of the Scheme will be subject totiming, manner of sale and volume restrictions on the sale of Rightmove GroupOrdinary Shares received in connection with the Scheme under Rule 145(d) of theUS Securities Act. Proxy votes lodged for resolutions passed at the EGM Total number of shares in issue: 132,689,361. The resolutions at the EGM were passed on a show of hands. The proxy votesreceived by 11.15 a.m. on 5 January 2008 were as follows - the "For" votesinclude those proxies giving the Chairman discretion:(1) Resolution (No. as noted on For Against Vote withheldproxy form) 1. Scheme of arrangement 94,987,032 (99.78%) 212,195 (0.22%) 178,192 and other related matters 2. Change of Company's 95,366,490 (99.99%) 9,766 (0.01%) 1,163 name to Rightmove Group Limited 3. Establishment of The 93,598,931 (99.98%) 868,025 (0.92%) 910,463 Rightmove Group 2007 Executive Share Option Plan 4. Establishment of The 74,728,100 (87.94%) 10,243,400 (12.06%) 10,405,919 Rightmove Group 2007 Unapproved Executive Share Option Plan 5. Establishment of The 95,354,908 (99.98%) 15,980 (0.02%) 6,531 Rightmove Group 2007 Sharesave Plan 6. Proposed use by 95,361,068 (99.99%) 10,354 (0.01%) 5,997 Rightmove Group plc (to be renamed Rightmove plc) of electronic communications with its shareholders -------------------------- (1) The appointment of a proxy is not an unequivocally precise indicator of theway that the shareholder would have voted on a poll. It merely reflects theirintention at the time the instruction was given. Voting instructions can bechanged at any time prior to a poll being completed and a shareholder havinglodged a proxy appointment is still entitled to attend the meetings and votetheir shares themselves as they see fit. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Rightmove