Result of EGM
SMG PLC
23 November 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD
NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT
ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY SMG PLC ON
6 NOVEMBER 2007 IN CONNECTION WITH THE PROPOSED RIGHTS ISSUE. COPIES OF THE
PROSPECTUS ARE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE.
SMG plc
23 November 2007
SMG plc ('SMG' or the 'Company')
Results of Extraordinary General Meeting and despatch of Provisional Allotment
Letters
SMG plc announces that at the Extraordinary General Meeting held today for the
purposes of passing certain resolutions relating to the proposed Rights Issue
announced on 6 November 2007, the Resolutions put to the meeting were duly
passed without amendment.
Under the terms of the Rights Issue, 633,850,240 New Shares will be offered by
way of rights to Qualifying Shareholders on the basis of 2 New Shares for each
Existing Share held and registered at 5.00 pm on Tuesday, 20 November 2007 at
15 pence per New Share, and so in proportion for any other number of Existing
Shares then held. The Rights Issue is expected to raise approximately
£95.1 million (before expenses) and is fully underwritten by Hoare Govett.
Provisional Allotment Letters will today be posted to Qualifying Non-CREST
Shareholders, save as stated in the Prospectus. It is expected that the Nil
Paid Rights and the Fully Paid Rights will be enabled for settlement by
Euroclear by 8.00 am on Monday, 26 November 2007. It is expected that Admission
to the Official List will become effective and that dealings in the New Shares
will commence on the London Stock Exchange, nil paid, at 8.00 am on Monday
26 November 2007. The latest time and date for acceptance and payment in full
under the Rights Issue is 11.00 am on Tuesday 18 December 2007.
Definitions used in the prospectus dated 6 November 2007 apply in this
announcement unless the context otherwise requires.
Details of proxy voting instructions, lodged prior to the Meetings, are set out
below:
Resolution For Discretion Against Withheld
1. (a) each authorised but
unissued ordinary share of 2.5 184,147,314 415,485 685,735 315,950
pence each ('Ordinary Shares')
and each authorised, but unissued,
redeemable share of £1 each in
the capital of the Company be
cancelled;
(b)the authorised share capital
of the Company be and is hereby
increased by the creation of
950,775,360 Ordinary Shares
forming a single class with the
existing Ordinary Shares in the
Company and all such shares to
have the rights and be subject
to the restrictions set out in
the Articles of Association of
the Company;
2. the directors of the Company
be and are hereby generally and
unconditionally authorised for 183,728,701 558,578 928,463 348,742
the purposes of Section 80 of the
Companies Act 1985 (the 'Act')
to exercise all the powers of the
Company to allot and issue
relevant securities (within the
meaning of that Section) up to
an aggregate nominal amount of
£23,769,384 for a period
expiring (unless previously renewed,
varied or revoked by the Company in
general meeting) on the earlier
of fifteen months from the date
this resolution is passed and the
conclusion of the Annual General
meeting of the Company in 2008,
save that the Company may before
such expiry make an offer or
agreement which would or might
require relevant securities to
be allotted after such after such
expiry and the directors of the
Company may allot relevant
securities in pursuance of such
offer or agreement as if the
authority conferred hereby had
not expired. This authority is in
substitution for all existing
authorities pursuant to Section
80 of the Act to the extent unused.
The Resolutions were proposed as ordinary resolutions.
An abstention is not a vote in law and is not counted in the calculation of
proportion of votes 'For' or 'Against' a resolution.
The total number of ordinary shares of 2.5p in issue as at 23 November 2007
was 316,925,120.
Enquiries:
Jane E A Tames
Company Secretary
0141 300 3074
Hoare Govett Limited, which is authorised and regulated in the UK by the
Financial Services Authority, is acting as sponsor, underwriter, broker and
financial adviser exclusively for the Company and no one else in connection with
the Rights Issue and the admission of the New Shares to the Official List and
to trading on the London Stock Exchange's main market for listed securities and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Hoare Govett Limited or for providing advice
in relation to the Rights Issue, the proposed admission to listing or trading,
or any other matters referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange