8th Feb 2005 07:00
ITV PLC08 February 2005 ITV plc Reorganisation of share capital and scheme of arrangement Shareholder approval ITV plc ("ITV") announces that ITV shareholders have approved the proposedreorganisation of its share capital and the adoption of new articles ofassociation that aim to reduce the number of US resident persons holding eachclass of ITV shares, either directly or through another person, to a level atwhich certain US registration and reporting obligations would cease to apply toITV. All resolutions were passed by the requisite majorities at separatemeetings held yesterday of scheme ordinary shareholders and scheme convertibleshareholders, an extraordinary general meeting and separate meetings of ordinaryshareholders and convertible shareholders. All votes were taken on a poll ofthe relevant classes of ITV shareholders and were approved as follows: Court meeting of scheme ordinary shareholders: The resolution to approve the scheme of arrangement was approved by 17,459,772votes for the resolution and 62,811 votes against the resolution. The votes forthe resolution were cast by shareholders representing 98.2% in number of thosevoting. Court meeting of scheme convertible shareholders: The resolution to approve the scheme of arrangement was approved by 250,063votes for the resolution and 9,475 votes against the resolution. The votes forthe resolution were cast by shareholders representing 90% in number of thosevoting. Extraordinary General Meeting: The special resolution to approve the scheme of arrangement and the reduction ofITV's share capital was approved by 2,656,313,369 votes for the resolution and118,148,289 votes against the resolution. The special resolution to approve theadoption of new articles of association of ITV was approved by 2,585,116,251votes for the resolution and 118,495,786 votes against the resolution. Ordinary shareholder meeting: The extraordinary resolution to approve the variation of the rights of ordinaryshareholders was approved by 2,547,898,586 votes for the resolution and119,103,613 votes against the resolution. Convertible shareholder meeting: The extraordinary resolution to approve the variation of the rights ofconvertible shareholders was approved by 66,633,561 votes for the resolution and480,618 votes against the resolution. The Court hearing to sanction the scheme of arrangement is expected to takeplace on 11 March 2005 at The Royal Courts of Justice, Strand, London WC2A 2LL. ANALYST ENQUIRIES: ITV 020 7620 1620James Tibbitts CITIGROUP GLOBAL MARKETS 020 7986 4000Simon GlucksteinEd Matthews MEDIA ENQUIRIES:CITIGATE DEWE ROGERSON 020 7638 9571Simon RigbyAnthony Kennaway ITV 020 7620 1620Brigitte Trafford Citigroup Global Markets Limited is acting for ITV and no-one else in connectionwith the Reorganisation and will not be responsible to anyone other than ITV forproviding the protections afforded to clients of Citigroup Global MarketsLimited nor for providing advice in relation to the Reorganisation. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
ITV