AWG Services PLC
01 December 2003
1 December 2003
AWG Services plc
Result of Extraordinary General Meeting
AWG Services plc (the 'Company' or 'AWG') is pleased to announce that, at the
Extraordinary General Meeting (the 'EGM') held today, all the resolutions
detailed in the notice of EGM dispatched to shareholders on 7 November 2003 were
duly passed with 54.1% of the issued shares being voted. As required by The
Panel on Takeovers and Mergers ('the Panel') Resolution 1 was passed (on a poll)
with 87,264,668 votes for (99.5% of votes cast) and 454,708 votes against (0.5%
of votes cast). Resolutions 2, 3, and 4 were all passed on a show of hands with
valid proxies having been received in respect of a similar number and proportion
of the votes cast being in favour.
As described in the circular to shareholders of AWG dated 7 November 2003, the
shareholders of Oak Holdings Limited ('Oak') have been deemed by the Panel to be
acting in concert for the purposes of the acquisition of Oak by AWG. As a
result of the acquisition, this concert party will become the holders of an
aggregate of approximately 490.3 million ordinary shares of 1p each in AWG ('
Ordinary Shares') representing approximately 75.0% of the AWG's enlarged issued
ordinary share capital. This concert party could be required to subscribe a
further approximately 12.1 million Ordinary Shares increasing the group's
holding to approximately 502.4 million Ordinary Shares representing
approximately 75.4% of the further enlarged issued share capital of AWG.
Following the passing of Resolution 1 (which was taken on a poll), the Panel
have confirmed that this concert party will not be required to make an offer for
the Ordinary Shares of AWG which it does not hold on the basis set out in the
circular of 7 November 2003.
As a result, the Company's acquisition of Oak has become unconditional in all
respects save for the Re-admission of the Enlarged Issued Ordinary Share Capital
of the Company to trading on the Alternative Investment Market ('AIM'). The
Company has applied to the London Stock Exchange for the admission of
653,798,447 Ordinary Shares to trading on AIM and dealings are expected to
commence on 2 December 2003.
Furthermore, with effect from Re-admission, Stephen Thomson has moved from his
position as Executive Chairman to take up the position of Deputy Chairman, and
David Court will step down from the Board. Michael Hill has remained as Finance
Director and Company Secretary. With effect from Re-admission, the Proposed
Directors will join the board. They are Malcolm Savage, who will become
Executive Chairman, Stephen Lewis who will become Chief Executive, and St. John
Hartnell, Graham Axford and Peter Collins who will become Non-executive
Directors.
The Company's name change from AWG Services plc to Oak Holdings plc will be
effective by Re-admission.
At the EGM, Stephen Thomson made the following statement:
'Having reviewed numerous acquisition opportunities we are delighted to have
completed the acquisition of Oak. Oak brings with it an experienced management
team and an exciting property development opportunity in the shape of the YES
development with the prospect of others to follow.
On a personal note, I wish to thank David Court for his help and advice while on
the Board of AWG and wish him well for the future'.
For further information, please contact:
AWG Services plc
Stephen Thomson, Executive Chairman Tel: 01603 877 682
City Financial Associates Limited
Tony Rawlinson Tel: 020 7090 7800
For Oak Holdings Limited:
St. Brides Media & Finance Limited
Hugo de Salis Tel: 020 7242 4477
Definitions in this announcement apply as they are set out in the Admission
Document dated 7 November 2003 posted to Shareholders, or as the context
otherwise permits.
This information is provided by RNS
The company news service from the London Stock Exchange
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