TIDMIMD
RNS Number : 2069F
Independent Media Distribution PLC
19 April 2011
Not for release, publication or distribution, in whole or in
part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws of such
jurisdiction.
19 April 2011
Recommended cash acquisition of
Independent Media Distribution plc
by
Lausanne Acquisitions Limited
a company controlled by investment partnerships advised by
Vitruvian Partners LLP
Results of Shareholder Meetings
Independent Media Distribution plc ("IMD" or the "Company")
announces that the shareholder meetings convened earlier today
passed the resolutions proposed at both meetings by the requisite
majorities in respect of the proposed acquisition to be made by
Lausanne Acquisitions Limited ("Lausanne") of the entire issued and
to be issued share capital of the Company ("Acquisition") which is
being effected by way of a scheme of arrangement ("Scheme") between
the Company and its shareholders (other than Lausanne, to the
extent that it holds shares in the Company) under Part 26 of the
Companies Act 2006. A circular containing the Scheme and the
required explanatory statement was posted to IMD Shareholders on 25
March 2011 ("Scheme Document").
Court Meeting
At the Court Meeting, a majority in number of Independent Scheme
Shareholders who voted (either in person or by proxy), representing
99.92 per cent. by value of those Scheme Shares voted, voted in
favour of the resolution to approve the Scheme. The resolution
proposed at the Court Meeting was decided on a poll. Details of the
votes cast are as follows:
Number
of Scheme
Shares
voted as
a percentage
of the
total number
of Scheme
Shares
held by
Independent
Scheme
Percentage Shareholders
Number of of entitled
Number Percentage Independent Independent to vote
of Scheme of Scheme Scheme Scheme on the
Shares Shares voted Shareholders Shareholders resolution
voted (%) who voted voting (%) (%)
FOR 25,774,282 99.92 174 94.57 75.41
AGAINST 20,428 0.08 10 5.43 0.06
Accordingly, the resolution proposed at the Court Meeting was
duly passed on a poll vote.
General Meeting
At the General Meeting the Special Resolution approving, amongst
other things, the Scheme, the Capital Reduction and certain
amendments to the articles of association of the Company, was
passed unanimously on a show of hands.
The Ordinary Resolution approving the Management Arrangements
proposed at the General Meeting was decided on a poll. The voting
results in relation to the Ordinary Resolution for the General
Meeting are as follows:
Percentage of IMD Shares
voted
Number of IMD Shares (%)
FOR 25,930,605 99.98
AGAINST 4,563 0.02
VOTE WITHHELD 145,000 N/A
Accordingly, the Ordinary Resolution proposed at the General
Meeting was duly passed on a poll vote.
Next Steps
The date of the hearing to sanction the Scheme, is expected to
be 17 May 2011 and the hearing to confirm the Capital Reduction is
expected to be 19 May 2011. If the Court sanctions the Scheme and
confirms the Capital Reduction, it is expected that the Scheme will
become effective on 20 May 2011 and that the cancellation of
admission to trading of IMD Shares on AIM will take place by 7.00
a.m. on 23 May 2011.
The dates stated above are indicative only and will depend,
among other things, on the dates upon which the Court sanctions the
Scheme and confirms the Capital Reduction and the date on which the
Conditions are satisfied or (if capable of waiver) waived.
Other
Capitalised terms used, but not defined, in this announcement
shall have the same meaning as set out in the Scheme Document.
Unless otherwise stated, all references to times in this
document are to London times.
Enquiries
Lausanne Tel: + 44 (0)20 7518
2800
Toby Wyles / Ben Johnson
DC Advisory Partners, financial adviser Tel: + 44 (0) 20 7856
to Lausanne 0999
Richard Madden / David Sanders
IMD Tel: +44 (0) 7765 258
995
David Haynes
Oakley Capital, financial adviser Tel: + 44 (0) 20 7766
to IMD 6900
Chris Godsmark / Daniel Havercroft
Charles Stanley Securities, Nominated Tel: +44 (0) 20 7149
Adviser to IMD 6478
Mark Taylor
Oakley Capital, which is authorised and regulated by the
Financial Services Authority, is acting exclusively for IMD as its
financial adviser in connection with the Proposals and no one else
in connection with the Proposals and will not be responsible to any
person other than IMD for providing the protections afforded to
clients of Oakley Capital or for providing advice in relation to
the contents of this announcement or any matter referred to
herein.
DC Advisory Partners, which is authorised and regulated by the
Financial Services Authority for investment business activities, is
acting for Lausanne as financial adviser in relation to the
Proposals and is not acting for any other person in relation to
such Proposals. DC Advisory Partners will not be responsible to
anyone other than Lausanne for providing the protections afforded
to its clients or for providing advice in relation to the contents
of this announcement or any offer or arrangements referred to
herein.
Charles Stanley Securities, a division of Charles Stanley &
Co Limited, which is authorised and regulated by the Financial
Services Authority, is the nominated adviser and corporate broker
to IMD for the purposes of the AIM Rules and no one else in
connection with the Proposals and will not be responsible to any
person other than IMD for providing the protections afforded to
clients of Charles Stanley Securities or for providing advice in
relation to the contents of this announcement or any matter
referred to herein.
Further information
This document does not constitute an offer or invitation to
purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this document and otherwise
in any jurisdiction in which such offer or solicitation is
unlawful. IMD Shareholders are advised to read carefully the formal
documentation relating to the Proposals. The Proposals are made
solely through the Scheme Document and Forms of Proxy which
contains the full terms and conditions of the Scheme.
Overseas Jurisdictions
This announcement has been prepared for the purposes of
complying with the laws of England and Wales and the City Code, and
the information disclosed herein or therein may not be the same as
that which would have been disclosed if these documents had been
prepared in accordance with the laws of any other jurisdiction.
The distribution of this announcement in jurisdictions other
than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about, and observe,
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
Publication on IMD website
A copy of this announcement will be available free of charge for
inspection on IMD's website at www.imdplc.com by no later than 8.00
a.m. on 20 April 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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