RNS Number:7653G
eircom Group plc
26 July 2006
For immediate release 26 July 2006
eircom Group plc ("eircom" or the "Company")
Results of Court Meeting, EGM and AGM
Further to the announcement on 14 June 2006 in relation to the Offer and the
posting of the Scheme Document to Shareholders, eircom announces that the
required majorities of Shareholders voted today in favour of the Scheme to
implement the Offer.
At the Court Meeting, 93.85 percent. of those Scheme Ordinary Shareholders
(other than holders of Excluded Shares) who voted (either in person or by
proxy), representing 99.92 per cent. by value, voted in favour of the Scheme.
The full results of the votes cast at the Court Meeting are as follows:
Court Meeting of holders of Scheme Ordinary Shares (other than holders of
Excluded Shares)
Present For Against
Number Scheme Number Scheme
Scheme Ordinary Ordinary
Ordinary Shares Shares
Number Shares (and %) represented (and %) represented
represented (and %) (and %)
Totals 260 187,336,774 244 187,187,909 16 148,865
in person
and by (93.85%) (99.92%) (6.15%) (0.08%)
proxy
Approval of the Scheme required a majority of over 50 per cent. in number of
Scheme Ordinary Shareholders (other than holders of Excluded Shares) voting,
representing not less than 75 per cent. of the value of the Scheme Ordinary
Shares (other than Excluded Shares) voted, to vote in favour at the Court
Meeting (either in person or by proxy).
In addition, special resolutions were duly passed at the eircom EGM to give
effect to the Scheme, the associated reduction of capital and the proposed
amendments to the Company's articles of association.
In order for the Scheme to become effective, the Court must now sanction the
Scheme and the associated reduction of capital at the Court Hearing.
Application will be made for the Ordinary Shares to be removed from the Official
Lists of the UK Listing Authority and Irish Stock Exchange Limited with effect
from close of business on 17 August 2006. Application will also be made for the
Ordinary Shares to cease to be admitted to trading on the markets for listed
securities of London Stock Exchange plc and Irish Stock Exchange Limited from
the same time and date. It is expected that the Effective Date of the Scheme
will be 18 August 2006. These dates are indicative only and will depend on the
date on which the Court sanctions the Scheme and the associated reduction of
capital. If the expected dates change, eircom will give notice of the changes in
an announcement through a Regulatory Information Service.
eircom also confirms that, at its AGM held today, all 12 resolutions put to
shareholders were duly approved.
Terms defined in the Scheme Document have the same meanings in this
announcement.
Enquiries:
eircom Group plc
Jennifer Creevey, Head of Investor Relations
Phone: +353 1 701 5107
Email: investor.relations@eircom.ie
Website: www.eircom.ie/ir
Morgan Stanley & Co. Limited
Justin Manson, Jean Abergel or Laurence Hopkins
Tel: +44 20 7425 8000
Goodbody Corporate Finance
Brian O'Kelly or Simon Howley
Tel: +353 1 667 0420
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities. Any decision in relation to the Offer
should be made only on the basis of the information contained in the Scheme
Document or any document by which the Offer is made.
Morgan Stanley & Co. Limited is acting exclusively for eircom and no one else in
connection with the Offer and will not be responsible to anyone other than
eircom for providing the protections afforded to its customers or for providing
advice in relation to the Offer or any matter or arrangement referred to herein.
Goodbody Corporate Finance, which is regulated by the Financial Regulator under
the Investment Intermediaries Act 1995, is acting exclusively for eircom and no
one else in connection with the Offer and will not be responsible to anyone
other than eircom for providing the protections afforded to its customers or for
providing advice in relation to the Offer or any matter or arrangement referred
to herein.
ENDS
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The company news service from the London Stock Exchange
END