Colt Group S.A. Result of EGM (7201V)
2015年8月11日 - 7:44PM
RNSを含む英国規制内ニュース (英語)
TIDMCOLT
RNS Number : 7201V
Colt Group S.A.
11 August 2015
RESULTS OF EGM - SHAREHOLDER RESOLUTIONS IN CONNECTION WITH
FIDELITY'S ALL CASH FINAL OFFER TO ACQUIRE THE SHARES IN COLT NOT
CURRENTLY OWNED BY FIDELITY
As announced on 19 June 2015, FMR LLC and FIL Limited (together
"Fidelity") made an all cash final offer through Lightning
Investors Limited ("BidCo") to acquire the issued and to be issued
share capital of Colt Group S.A. ("Colt") not currently owned by
Fidelity (the "Offer"). The Offer is conditional upon, amongst
other things, certain resolutions being approved by the
shareholders of Colt Group S.A. (the 'Company') at the Company's
Extraordinary General Meeting ("EGM") held at K2 Building, Forte 1,
2a Rue Albert Borschette, L-1246 Luxembourg on Tuesday 11 August
2015 at 10:00hrs CET. The Company announces that the resolutions
were passed by the requisite majorities at the Company's EGM.
Fidelity related entities abstained from voting and only
independent shareholders were entitled to vote on Resolution A. All
shareholders were entitled to vote on Resolution B.
Details of the voting results:
Number of proxy forms (shareholders) at meeting date: 424
Issued share capital as at meeting date: EUR448,397,093.50
Number of issued shares as at meeting date: 896,794,187
No. of votes per share: One
Meeting type: EGM
EGM results:
Shares Shares Shares Marked
Shares For Discretionary Against Withheld/Abstentions
Resolution (% of votes (% of votes (% of votes (% of issued Poll
Number Resolution cast) cast) cast) shares) Yes/No
-------------- --------------------------------------- ------------ -------------- ------------ --------------------- -------
A (ordinary) To hereby:
601,433,993
(1) approve (i) the amendment
of the Relationship Agreement
to remove clause 6 thereof
and permit the acquisition
of Shares pursuant to the
Offer, conditional upon
the Offer becoming or being
declared wholly unconditional
and (ii) the termination
of the Relationship Agreement
effective as of, and conditional
upon, Delisting and (67.06%)
17,426
(2) direct the Board of
Directors to take all actions
necessary or deemed appropriate (including the
and requested by BidCo in shares held by
order to effect such amendment 209,507,315 14,794,906 the Wider Fidelity
and termination (93.40%) (0.00%) (6.60%) Group) Yes
------------------------------------------------------ ------------ -------------- ------------ --------------------- -------
As described more fully
on page 12 of the Circular
B (special) dated 8 July 2015, to hereby:
(1) authorise, conditional
upon Delisting, the acquisition
of Colt Shares by the Company
(or its subsidiaries) in
one or more instalments
during a period ending on
11 February 2016,
(2) authorise that any Shares
acquired pursuant to this
resolution may be held in
treasury by the Company
(or its subsidiaries) with
the possibility for such
acquired Colt Shares to
be transferred or sold (including,
without limitation, transfer
or sale to BidCo or any
of its affiliates in settlement
of any outstanding loans),
19,871 2,394,460
(3) decide to reduce the
issued share capital of
the Company by a maximum
amount of EUR 89,665,369
(being 20% of the issued
and outstanding share capital
of the Company) by the cancellation,
in one or more instalments,
of a maximum of up to 179,330,738
Colt Shares acquired by
the Company (or its subsidiaries)
pursuant to this resolution
within a period ending on 808,553,952 14,785,357
15 February 2016 (98.20%) (0.00%) (1.80%) (0.27%) Yes
------------------------------------------------------ ------------ -------------- ------------ --------------------- -------
Enquiries:
Esmee Chengapen
Senior Company Secretary Luxembourg
Email: esmee.chengapen@colt.net
Tel: +352 25 04 04 22 98
Company Secretariat- Colt Group S.A.
www.colt.net
This information is provided by RNS
The company news service from the London Stock Exchange
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