Results of Court Meeting and General Meeting
23 September 2010 - 8:00AM
UK Regulatory
TIDMSHDP
RNS Number : 1462T
Shed Media PLC
23 September 2010
Not for release, publication or distribution, in whole or in part, directly or
indirectly, in, into or from any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
FOR IMMEDIATE RELEASE
23 September 2010
Recommended proposals for the acquisition by WB Bidco plc ("Bidco") of Shed
Media plc ("Shed") to be effected by means of a scheme of arrangement under Part
26 of the Companies Act 2006
Results of Court Meeting and General Meeting
On 5 August 2010, the Bidco Directors and the Independent Directors announced
that they had reached agreement on the terms of a recommended acquisition by
Bidco, a newly incorporated public company formed at the direction of Warner
Bros. and the Senior Management Team, of all of the issued and to be issued
share capital of Shed, to be effected by means of a court-sanctioned scheme of
arrangement between Shed and the Scheme Shareholders under Part 26 of the
Companies Act 2006 and a capital reduction under Section 641 of the Companies
Act 2006.
The board of Shed is pleased to announce that the Court Meeting and the General
Meeting were held yesterday and the resolution proposed at the Court Meeting was
duly passed on a poll and the resolutions proposed at the General Meeting were
duly passed on a poll or on a show of hands, as required. The results of the
votes on the respective resolutions were as follows:
At the Court Meeting to approve the Scheme:
- 61 shareholders, representing approximately 97 per cent. of the
Independent Scheme Shareholders voting, cast 69,067,663 votes, representing
approximately 99.99 per cent. of the total votes cast and 88.77 per cent. of the
total number of Independent Scheme Shares, in favour of the resolution by
Independent Scheme Shareholders;
- 2 shareholders, representing approximately 3 per cent. of the Independent
Scheme Shareholders voting, cast 307 votes, representing approximately 0.0004
per cent. of the total votes cast and 0.0004 per cent. of the total number of
Independent Scheme Shares, against the resolution by Independent Scheme
Shareholders.
At the General Meeting, the special resolution to implement the scheme of
arrangement was duly passed on a show of hands. Each of the remaining three
resolutions was proposed by way of a poll and passed by a majority of the
shareholders eligible to vote, the results being as follows:
+--------------+--------------+-------+--------+-------+--------+-------+
| Description | For | Against | Abstain |
| of | | | |
| resolution | | | |
+ +----------------------+----------------+----------------+
| | Number of | % of |Number | % of |Number | % of |
| | votes | the | of | the | of | the |
| | |total | votes |total | votes |total |
| | |votes | |votes | |votes |
| | | cast | | cast | | cast |
+--------------+--------------+-------+--------+-------+--------+-------+
| Ordinary | 69,822,500 |99.99 | 307 | 0.01 | nil | nil |
| resolution | | | | | | |
| to approve | | | | | | |
| the Sweet | | | | | | |
| Equity | | | | | | |
| Arrangements | | | | | | |
+--------------+--------------+-------+--------+-------+--------+-------+
| Ordinary | 77,385,980 |99.99 | 307 | 0.01 | nil | nil |
| resolution | | | | | | |
| to approve | | | | | | |
| the Outright | | | | | | |
| Arrangements | | | | | | |
+--------------+--------------+-------+--------+-------+--------+-------+
| Ordinary | 73,345,960 |99.99 | 307 | 0.01 | nil | nil |
| resolution | | | | | | |
| to approve | | | | | | |
| the Shed | | | | | | |
| Share Scheme | | | | | | |
| NICs | | | | | | |
| Arrangements | | | | | | |
+--------------+--------------+-------+--------+-------+--------+-------+
The Scheme remains subject to the satisfaction or waiver of the other conditions
to the Scheme including the Court sanctioning the Scheme at the First Court
Hearing and subsequently confirming the Capital Reduction at the Second Court
Hearing. These hearings are expected to take place on 8 October 2010 and 12
October 2010, respectively. Subject to the Scheme and the Capital Reduction
being sanctioned and confirmed on these dates, it is currently expected that the
Scheme will become effective on 13 October 2010. If any of the expected dates
change, Shed will give notice of the change by issuing an announcement through a
Regulatory Information Service.
Unless the context otherwise requires, terms defined in this announcement have
the same meaning as those terms defined in the announcement dated 5 August 2010
by the Bidco Directors and the Independent Directors in relation to the
Proposals.
Enquiries:
+------------------------------------------------+-----------------+
| Warner Bros. (Media Enquiries) | |
+------------------------------------------------+-----------------+
| Scott Rowe | +1 818 954 5806 |
+------------------------------------------------+-----------------+
| Deborah Lincoln | +44 (0) 7879 |
| | 484944 |
+------------------------------------------------+-----------------+
| Morgan Stanley (Financial Adviser to Time | |
| Warner Inc. and Joint Financial Adviser to | |
| Bidco) | |
+------------------------------------------------+-----------------+
| Max Herrnstein | +1 212 761 4000 |
+------------------------------------------------+-----------------+
| Laurence Hopkins | +44 (0) 20 |
| | 7425 8000 |
+------------------------------------------------+-----------------+
| Antoine Dresch | +44 (0) 20 |
| | 7425 8000 |
+------------------------------------------------+-----------------+
| Ingenious Corporate Finance Limited (Financial | +44 (0) 20 |
| Adviser to the Senior Management Team and | 7319 4000 |
| Joint Financial Adviser to Bidco) | |
+------------------------------------------------+-----------------+
| Tom Manwaring | |
+------------------------------------------------+-----------------+
| Chris Graves | |
+------------------------------------------------+-----------------+
| Shed Media plc | +44 (0) 20 |
| | 7239 1010 |
+------------------------------------------------+-----------------+
| Heather Rabbatts | |
+------------------------------------------------+-----------------+
| Altium Capital Limited (Financial Adviser and | +44 (0) 20 |
| Nominated Adviser to Shed) | 7484 4040 |
+------------------------------------------------+-----------------+
| Ben Thorne | |
+------------------------------------------------+-----------------+
| Sam Fuller | |
+------------------------------------------------+-----------------+
| Melanie Szalkiewicz | |
+------------------------------------------------+-----------------+
| Hudson Sandler (Public Relations Adviser to | + 44 (0) 20 |
| Shed) | 7796 4133 |
+------------------------------------------------+-----------------+
| Nick Lyon | |
+------------------------------------------------+-----------------+
| Michael Sandler | |
+------------------------------------------------+-----------------+
| Wendy Baker | |
+------------------------------------------------+-----------------+
Further Information
This announcement does not constitute, or form any part of, any offer for, or
solicitation of any offer for, securities or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Proposals or otherwise.
Altium Capital Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority (the "FSA"), is acting exclusively for Shed
and no-one else in connection with the Proposals and will not be responsible to
anyone other than Shed for providing the protections afforded to the clients of
Altium Capital Limited, nor for providing advice in relation to the Proposals or
any matter referred to herein.
Ingenious Corporate Finance Limited, which is authorised and regulated in the
United Kingdom by the FSA, is acting for the Senior Management Team and Bidco
and no-one else in connection with the Proposals and will not be responsible to
anyone other than the Senior Management Team and Bidco for providing the
protections afforded to the clients of Ingenious Corporate Finance Limited, nor
for providing advice in relation to the Proposals or any matter referred to
herein.
Morgan Stanley & Co. Incorporated and Morgan Stanley & Co. Limited are acting
for Time Warner and Bidco and no-one else in connection with the Proposals and
will not be responsible to anyone other than Time Warner and Bidco for providing
the protections afforded to the clients of Morgan Stanley & Co. Incorporated and
Morgan Stanley & Co. Limited, nor for providing advice in relation to the
Proposals or any matter referred to herein.
Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of an offeree or a paper offeror, that person must make an
"Opening Position Disclosure" following the commencement of the "offer period"
and, if later, following the announcement in which any paper offeror is first
identified.
An "Opening Position Disclosure" must contain details of the person's interests
and short positions in, and rights to subscribe for, any "relevant securities"
of each of (i) the offeree and (ii) the paper offeror. An "Opening Position
Disclosure" by a person to whom Rule 8.3(a) applies must be made by no later
than 3.30 p.m. (London time) on the 10th Business Day following the commencement
of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London
time) on the 10th Business Day following the announcement in which the paper
offeror is first identified. Relevant persons who deal in the "relevant
securities" of the offeree or of the paper offeror prior to the deadline for
making an "Opening Position Disclosure" must instead make a "Dealing
Disclosure".
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in
1 per cent. or more of any class of "relevant securities" of the offeree or of
the paper offeror must make a "Dealing Disclosure" if the person deals in any
"relevant securities" of the offeree or of the paper offeror. A "Dealing
Disclosure" must contain details of the "dealing" concerned and of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of the offeree and the paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A "Dealing
Disclosure" by a person to whom Rule 8.3(b) applies must be made no later than
3.30 p.m. (London time) on the Business Day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire an "interest" in "relevant securities" of
the offeree, they will be deemed to be a single person for the purpose of Rule
8.3 of the City Code.
"Opening Position Disclosures" must also be made by the offeree and by the paper
offeror and "Dealing Disclosures" must also be made by the offeree, by the paper
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4 of the City Code).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8 of the City Code, you should
contact an independent financial adviser authorised under FSMA or consult the
Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone
number +44 (0)20 7638 0129.
Publication on Website
A copy of this announcement will be available free of charge for inspection on
the following website: www.shed-media.com
This information is provided by RNS
The company news service from the London Stock Exchange
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