Results of Court Mtg and EGM
Rightmove Plc
07 January 2008
New Corporate Structure
Results of Court Meeting and EGM
Rightmove plc (the 'Company') announces that at the meeting convened pursuant to
an order of the High Court and held earlier today (the 'Court Meeting') and at
the subsequent Extraordinary General Meeting (the 'EGM') to approve the scheme
of arrangement and other related matters whereby shares in the Company will be
swapped for an equivalent number of shares in Rightmove Group plc (to be renamed
Rightmove plc), a new holding company, all resolutions received the necessary
majorities and were accordingly approved.
Shareholders at the EGM also approved:
• the operation of new share schemes by Rightmove Group plc (to be renamed
Rightmove plc), the principal terms of which are summarised in the circular
to shareholders dated 11 December 2007 (the 'Circular');
• the change of the Company's name to Rightmove Group Limited with effect
from the implementation of the scheme of arrangement; and
• authorisation for Rightmove Group plc (to be renamed Rightmove plc), the
new holding company, to communicate electronically with its shareholders.
All resolutions at the EGM were carried on a show of hands. Information on the
proxy votes lodged prior to the EGM for resolutions passed at that meeting is
set out below and will shortly be displayed on the Company's website at
www.rightmove.co.uk/investors.rsp.
RESULT FOR THE COURT MEETING:
The voting of those members who cast votes either in person or by proxy on the
resolution to approve the Scheme at the Court Meeting is summarised below:
For: 92,344,201 (99.99%) Against: 11,064 (0.01%) Total votes cast: 92,355,265
Expected Timetable of Key Events
Last day for dealings in Rightmove Ordinary Shares 25 January 2008
Scheme Record Time 6 p.m. 25 January 2008
Rightmove Group Ordinary Shares listed on the 28 January 2008
London Stock Exchange and dealings commence
Rightmove plc to be renamed Rightmove Group Limited and 28 January 2008
Rightmove Group plc to be renamed Rightmove plc
Court Hearing of petition to confirm reduction of capital 29 January 2008
of Rightmove Group plc (which will be renamed Rightmove
plc on 28 January 2008)
Rightmove Group plc (which will be renamed Rightmove plc 30 January 2008
on 28 January 2008) reduction of capital effective
Despatch of share certificates in respect of Rightmove 4 February 2008
Group plc (which will be renamed Rightmove plc on 28
January 2008) Ordinary Shares
This timetable is based on the Board's expectations and may be subject to
change.
Financial Advice
The Board has received advice in relation to the Proposals from UBS Limited.
Documents Available for Inspection
Copies of the resolutions passed at the Court Meeting and EGM have been
submitted to the United Kingdom Listing Authority (the 'UKLA') and will shortly
be available for viewing at the UKLA's Document Viewing Facility which is
situated at the following address: Financial Services Authority, 25 The North
Colonnade, Canary Wharf, London E14 5HS.
For Further Information
Graham Zacharias, Rightmove plc +44 20 7087 0700
Brian Hudspith, Maitland +44 20 7379 5151
UBS Limited is acting exclusively for the Company and Rightmove Group plc and
no-one else in connection with the Proposals and will not be responsible to
anyone other than the Company and Rightmove Group plc for providing the
protections afforded to the customers of UBS Limited or for providing advice in
relation to the Proposals.
Terms used but not defined herein have the meanings given to them in the
Circular.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENT
SHALL BE SOLD, ISSUED OR TRANSFERRED IN OR INTO ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.
Notice to United States residents
In particular, this document is not an offer of securities in the United States.
The Rightmove Group Ordinary Shares will not be, and are not required to be,
registered with the US Securities and Exchange Commission (the 'SEC') under the
US Securities Act of 1933, as amended (the 'US Securities Act'), or under the
securities laws of any state, district or other jurisdiction of the United
States. It is expected that the Rightmove Group Ordinary Shares will be issued
in reliance on the exemption from registration provided by Section 3(a)(10)
thereof. Rightmove Ordinary Shareholders (whether or not US persons) who are
affiliates (within the meaning of the US Securities Act) of Rightmove or
Rightmove Group before implementation of the Scheme or who are affiliates of
Rightmove Group after the implementation of the Scheme will be subject to
timing, manner of sale and volume restrictions on the sale of Rightmove Group
Ordinary Shares received in connection with the Scheme under Rule 145(d) of the
US Securities Act.
Proxy votes lodged for resolutions passed at the EGM
Total number of shares in issue: 132,689,361.
The resolutions at the EGM were passed on a show of hands. The proxy votes
received by 11.15 a.m. on 5 January 2008 were as follows - the 'For' votes
include those proxies giving the Chairman discretion:(1)
Resolution (No. as noted on For Against Vote withheld
proxy form)
1. Scheme of arrangement 94,987,032 (99.78%) 212,195 (0.22%) 178,192
and other related
matters
2. Change of Company's 95,366,490 (99.99%) 9,766 (0.01%) 1,163
name to Rightmove
Group Limited
3. Establishment of The 93,598,931 (99.98%) 868,025 (0.92%) 910,463
Rightmove Group 2007
Executive Share
Option Plan
4. Establishment of The 74,728,100 (87.94%) 10,243,400 (12.06%) 10,405,919
Rightmove Group 2007
Unapproved Executive
Share Option Plan
5. Establishment of The 95,354,908 (99.98%) 15,980 (0.02%) 6,531
Rightmove Group 2007
Sharesave Plan
6. Proposed use by 95,361,068 (99.99%) 10,354 (0.01%) 5,997
Rightmove Group plc
(to be renamed
Rightmove plc) of
electronic
communications with
its shareholders
--------------------------
(1) The appointment of a proxy is not an unequivocally precise indicator of the
way that the shareholder would have voted on a poll. It merely reflects their
intention at the time the instruction was given. Voting instructions can be
changed at any time prior to a poll being completed and a shareholder having
lodged a proxy appointment is still entitled to attend the meetings and vote
their shares themselves as they see fit.
This information is provided by RNS
The company news service from the London Stock Exchange