Result of EGM
Rap Group PLC
26 March 2001
RAP GROUP PLC
RESULT OF EGM
RAP Group plc ('RAP') announces that at the EGM held today at 11.30am, all
resolutions including the acquisition of K3 Technology and K3 Software,
disposal of the hardware companies, the Open Offer and the company's name
change to K3 Business Technology Group plc were approved by shareholders.
The resolutions also included an ordinary resolution ('the Whitewash
Resolution') which approved the waiver by The Panel on Takeovers and Mergers
of any obligation which might otherwise fall on the concert party (or any of
its members) being Silverslaggan AB, Peter Gyllenhammar and Johan Claesson to
make a general offer to the shareholders of the Company under Rule 9 of the
City Code on Takeovers and Mergers as a result of the issue of new ordinary
shares pursuant to the acquisitions.
In accordance with the City Code, the Whitewash Resolution was conducted and
passed following a poll of independent shareholders. Votes in favour of the
Whitewash Resolution were received from holders of 5,081,414 ordinary shares
in the Company, representing 66.88 per cent. of the votes cast by independent
shareholders.
Following the issue of the new ordinary shares, the shareholdings of the
concert party have increased from 47.20 per cent. to 67.90 per cent. The
whitewash resolution also included the issue of warrants over 18,000,000
ordinary shares to Silverslaggan AB. The shareholdings of the concert party
following the acquisitions and the maximum holding of the concert party
following the future exercise of the warrants are set out below.
Issued share capital following the
exercise of the Warrants
Enlarged issued share
capital
Number Percentage Warrants Number Percentage
Silverslaggan/
Gyllenhammar 24,729,651 48.75 18,000,000 42,729,651 62.17
P J Claesson 9,715,644 19.15 - 9,715,644 14.14
34,445,295 67.90 52,445,295 76.31
At the close of the Open Offer at 3.00 pm on Friday 23 March 2001, valid
application had been received in respect of 2,541,463 ordinary shares. A
further 188,833 new ordinary shares have been placed with certain employees of
the enlarged group.
Admission to AIM and first dealings in the enlarged issued share capital of
the Company comprising 50,728,644 ordinary shares is expected to commence on
28 March 2001.
Andy Makeham, chief executive, commented,
'The acquisition of the UK software businesses of Kewill ERP - K3 Technology
and K3 Software - together with the disposal of the group's hardware
operations fundamentally transform the group's business and prospects. RAP's
change of name to K3 Business Technology Group plc underlines this step
change.
Our business is now wholly focused on the provision of supply chain management
and e-business solutions.
K3 Technology and K3 Software are well established, profitable and cash
generative businesses, and together are one of the largest players in their
sector. They complement our existing multi-media and e-commerce operation,
Touchline, and leave us excellently positioned to develop our product and
service offering.
I am very excited by prospects for the new group and look forward to updating
shareholders on our progress in due course.'
Enquiries:
K3 Business Technology Group plc Tel: 01270 211211
Andy Makeham, chief executive
David Bolton, finance director
Rowan Dartington & Co Limited Tel: 0117 933 0020
Mike Coe
Biddick Associates Tel: 020 7448 1000
Zoe Biddick
Katie Tzouliadis