RNS Announcement
Friday 20 January 2012
For Immediate Release
Carphone Warehouse Group plc ("Company")
Results of General Meeting in connection with proposals to enter into a series of transactions with Best Buy Co., Inc., return of cash to shareholders and capital reduction ("the Proposed Transactions").
The Company announces that at the General Meeting of the Company held earlier today, all of the resolutions in respect of the Proposed Transaction, details of which are described in the circular and notice of meeting to shareholders dated 23 December 2011 ("Circular"), were duly passed. Defined terms below are the same as those used in the Circular.
The resolutions include approval of the Best Buy Mobile Disposal and Option Agreement, adoption of new articles of association of the Company, capitalisation of the share premium account and allotment of B shares and C shares in the capital of the Company, a reduction of the Company's share capital, approval of the Company's Participation Plan, the authority to allot ordinary shares in the capital of the Company and the disapplication of pre-emption rights.
In accordance with Listing Rule 9.6.2 a copy of the resolutions passed at the General Meeting has been uploaded to the National Storage Mechanism and will be available for viewing shortly at www.hemscott.com/nsm.do. A copy shall also be placed on the Company's website at circular.cpwplc.co.uk.
Please note that the First Effective Date as stated in the expected timetable of principal events in the Circular has changed from 30 January 2012 to 31 January 2012. The other key dates in respect of the remaining principal events remain the same.
The expected timetable of principal events is now as follows:
Completion of the Best Buy Disposal 25 January 2012
Election Deadline 4.30pm 27 January 2012
B/C Share Scheme Record Time
and ex-dividend date 6.00pm 27 January 2012
First Effective Date 31 January 2012
Payment under Income Option by 10 February 2012
Payment under Immediate Capital Option by 10 February 2012
Second Effective Date 10 April 2012
Payment under Deferred Capital Option by 17 April 2012
Company capital reduction during May 2012
The Company's issued share capital consists of 472,754,543 ordinary shares of 0.1 pence each and the Directors of the Company now hold shares, representing the percentage of the issued share capital of the Company as set out below:
Director |
Number of ordinary shares |
% of issued share capital |
Charles Dunstone |
132,833,481 |
28.098 |
Roger Taylor |
9,693,554 |
2.050 |
Nigel Langstaff |
3,609,180 |
0.763 |
John Gildersleeve |
123,000 |
0.026 |
Sally Morgan |
991 |
0.0002 |
John Allwood |
10,000 |
0.002 |
|
|
|
Further information:
Tim Morris +44 (0)208 753 8243