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Results of Extraordinary General Meeting

16th Dec 2013 12:17

RNS Number : 6321V
Independent News & Media PLC
16 December 2013
 



 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

Independent News & Media PLC

Ticker: (Bloomberg) INM.ID/INM.LN and (Reuters) INME.I/INME.L

 

Results of Extraordinary General Meeting

 

Dublin/London -16 December, 2013: Independent News & Media PLC ("INM" or "the Company") is pleased to announce that all of the Resolutions proposed at the Extraordinary General Meeting held in Dublin today were duly passed without amendment.

 

 

Resolutions

For

Against

Withheld

 

Number

%

Number

%

Number

Special Resolution

Dis-application of pre-emption rights

332,463652

99.99

21,812

0.01

5,303,297

Ordinary Resolution

Approve the participation by Mr. Denis O'Brien (as a related party of the Company) in the Firm Placing

167,967,596

99.98

39,029

0.02

5,308,485

Ordinary Resolution

Approve the Issue Price

332,674,085

99.99

14,676

0.01

5,100,000

Notes

1. Any proxy appointments which gave discretion to the Chairman have been included in the 'for' total.

2. A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'for' and 'against' a resolution. In addition Mr Denis O'Brien, who in accordance with the requirements of the Listing Rules, has undertaken not to vote on Resolution 2 and to procure that his associates do not vote, has withheld votes on Resolution 2 in respect of 164,473,651ordinary shares representing 29.9% of the issued share capital.

3. The issued share capital (excluding treasury shares) as at 16 December, 2013 is 550,418,281 Ordinary Shares.

 

INM has forwarded two copies of the Resolutions passed at the Extraordinary General Meeting to the Irish Stock Exchange and these will be available to the public for viewing at the following address:

 

Company Announcements Office,

Irish Stock Exchange,

28 Anglesea Street,

Dublin 2,

Ireland.

Tel: + 353 1 6174200

 

 

 

Two copies of the Resolutions have also been submitted to the UK National Storage Mechanism and will be available to the public for viewing online at the following web site address: http://www.hemscott.com/nsm.do.

 

 

 

 

For further information, please contact:

 

Independent News & Media PLC

Davy

Murray Consultants Limited

Vincent Crowley

Group Chief Executive

 

Eamonn O'Kennedy

Chief Financial Officer

Eugenée Mulhern

David Nangle  

Pat Walsh

Tel:+353 1 466 3200

 

Tel: + 353 1 679 6363

 

Tel: +353 1 498 0300

Mobile: +353 87 2269 345

 

 

IMPORTANT NOTICE

 

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, securities of the Company (the "Securities") in the United States or in any other jurisdiction.

 

All capitalised/defined terms in this announcement have the same meaning as those contained in the prospectus published by the Company on 21 November, 2013 (the "Prospectus').

 

This announcement has not been approved by the Central Bank of Ireland (the "Central Bank"), the Financial Conduct Authority (the "FCA") or by any other regulatory authority. This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any Securities referred to in this announcement except on the basis of information provided in the Prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.

 

No communication or information relating to the Capital Raise may be disseminated to the public in jurisdictions, other than the United Kingdom and Ireland, where prior registration or approval is required for that purpose. No action has been taken that would permit an offer of the Securities in any jurisdiction where action for that purpose is required, other than in the United Kingdom and Ireland. This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, New Ordinary Shares in any jurisdiction in which such an offer or solicitation is unlawful. This announcement cannot be relied upon for any investment contract or decision.

 

The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless registered under the Securities Act or an exemption from such registration is available. No public offering of securities is being made in the United States. Any representation to the contrary is a criminal offence in the United States.

 

 

 

 

 

The Securities mentioned herein and in the Prospectus may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction where the extension of availability of the Capital Raise would breach any applicable law (each an "Excluded Territory") absent registration or an applicable exemption from the registration requirements of the relevant laws of any Excluded Territory. There will be no public offer of such Securities in any Excluded Territory. This announcement does not constitute an offer to sell, or a solicitation of an offer to subscribe for, the Securities being issued in any jurisdiction in which such offer or solicitation is unlawful.

 

The distribution or publication of this announcement and/or the Prospectus and/or the Circular and/or the offer, sale and/or issue of New Ordinary Shares in or into jurisdictions other than Ireland and the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and/or the Prospectus and/or the Circular comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, the Prospectus and the Circular should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

 

This announcement does not constitute a recommendation concerning the Capital Raise. The price and value of the Securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

This announcement has been issued by and is the sole responsibility of INM. Apart from the responsibilities and liabilities, if any, which may be imposed on Davy by the Financial Services and Markets Act 2000 (the "FSMA"), the Central Bank or any regulatory regime established thereunder, no representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J&E Davy ("Davy") or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore whether arising in tort, contract or otherwise is expressly disclaimed.

 

Davy, which is authorised and regulated in Ireland by the Central Bank, is acting exclusively for the Company and no one else in connection with the Capital Raise and will not regard any other person as its client in relation to the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the Capital Raise or any other matter referred to in this announcement.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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