Result of General Meeting

RNS Number : 1890I

Boomerang Plus PLC

20 July 2012

 



Boomerang Plus plc
("Boomerang" or the "Company")

Result of General Meeting

On 4 July 2012, the Independent Directors and the Boom Pictures Directors announced that they had reached agreement on the terms of a recommended cash offer to be made by Deloitte Corporate Finance on behalf of Boom Pictures for the entire issued and to be issued share capital of Boomerang, excluding the Roll-over Shares.

The offer document (the "Offer Document") in relation to the Offer was published on 4 July 2012.

The Company announces that, at the General Meeting held earlier today, the Ordinary Resolution required to approve the Management Arrangements was duly passed.  Voting on the Ordinary Resolution was conducted on a poll.

The proxy voting results for the Ordinary Resolution were as follows:

	Number of Eligible Voting Shares voted	Percentage of Eligible Voting Shares voted
For	2,503,856	100
Against	0	0
Withheld	0	0
Total votes cast	2,503,856	100

A vote withheld is not a vote in law and does not count in the total of votes cast.

Any proxy appointments which gave discretion to the chairman of the meeting have been included in the 'For' total.

The issued share capital of Boomerang eligible to vote on the Ordinary Resolution is 4,272,234 ordinary shares of one penny each (being the Eligible Voting Shares).

Words and expressions defined in the Offer Document shall, unless the context provides otherwise, have the same meanings in this announcement.

Enquiries:

Boomerang Richard Huntingford (Chairman)	Tel: [phone]
finnCap Ltd (financial adviser to Boomerang) Geoff Nash Charlotte Stranner	Tel: [phone]
Walbrook (PR adviser to Boomerang) Paul McManus Paul Cornelius	Tel: [phone]

finnCap Ltd, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Boomerang and no one else in connection with the Offer and will not be responsible to anyone other than Boomerang for providing the protections afforded to clients of finnCap Ltd nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this announcement.

Deloitte Corporate Finance is acting only for Lorraine Heggessey and Boom Pictures and no one else in connection with the Offer and will not regard any other person as its client nor be responsible to anyone other than those persons for providing the protections afforded to clients of Deloitte Corporate Finance nor for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to in this announcement. Deloitte Corporate Finance is a division of Deloitte LLP, which is authorised and regulated by the Financial Services Authority in respect of regulated activities.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) 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 company and (ii) any paper offeror(s).  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 any paper offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a 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 Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any 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 (i) the offeree company and (ii) any 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 by 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 or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

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 [phone].

Publication on website

A copy of this announcement is available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Boomerang's website at www.boomerang.co.uk and on Boom Pictures' website at www.boombid.co.uk by no later than 12 noon on 23 July 2012, up to and including the date upon which the Offer becomes or is declared unconditional in all respects.

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

 

END

 

 

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