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PGI Group PLC (PGI)

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Thursday 24 July, 2008

PGI Group PLC

Result of Meeting / Directora

RNS Number : 8314Z
PGI Group PLC
24 July 2008
 



PGI Group Plc

 

Results of General Meeting/Directorate Change /Update on Placing

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PGI Group Plc ('the Company') is pleased to announce that at the General Meeting which was held on 24 July 2008 at 2.00 p.m. at the offices of the Company, 81 Carter Lane, London, EC4V 5EP both resolutions were duly passed.


Both resolutions were passed on a show of hands at the meeting.


Certified copies of the approved resolutions have been submitted to the UK Listing Authority.


Mr S. W. Wayne has resigned as a director and Chief Executive of the Company.


Mr S. S. Hobhouse who is currently an executive director of the Company has been appointed as its Chief Executive.


Proxy votes received in advance of the meeting were as follows:

 

 
Resolution
For
Against
Withheld
Discretionary
 
ORDINARY RESOLUTION
 
 
 
 
 
1.
To approve, for the purposes of the Companies Act 2006, the entry by the company into a transaction with Steven W. Wayne, a director of the company
 
 
 
 
 
73,938,466
 
 
 
 
 
24,078
 
 
 
 
 
150,204
 
 
 
 
 
1,337
 
SPECIAL RESOLUTION
 
 
 
 
 
2.
To approve, for the purposes of section 165 of the Companies Act 1985, the entry by the company into a contingent purchase contract with Jensen Group Holdings LLC under which the Company is to have the right to purchase up to 4,600,000 ordinary shares in the capital of the Company for a total aggregate consideration of £1.
 
 
 
 
 
 
 
 
 
 
 
73,939,260
 
 
 
 
 
 
 
 
 
 
 
24,284
 
 
 
 
 
 
 
 
 
 
 
150,204
 
 
 
 
 
 
 
 
 
 
 
1,337



Share Placing


Under the terms of the Amendment and Operations Agreement, a placing of Jensen Group Holdings LLC's ('Jensen Holdings') 9,200,000 shares (the 'Sale Shares') in PGI shall occur within 5 business days of today's date. An amount equal to half of the proceeds (net of any placing costs) arising from the sale of such number of the Sale Shares as have been placed will be paid to PGI. If any shares held by Jensen Holdings in the Company are not sold in the placing, Jensen Holdings shall, in addition to the payment described above, sell to the Company for a total aggregate consideration of GBP1 one half of the unplaced shares in accordance with a contingent purchase entered into between Jensen Holdings and the Company. Following the placing, in respect of any Sale Shares that are not sold, Mr. Wayne shall, in the interests of the maintenance of an orderly market in the shares of the Company, only sell shares through Panmure Gordon. 


    

Further details of the placing will be provided in due course


PGI

020 7236 6135

Geoff Moores, Finance Director




Panmure Gordon

020 7459 3600

Andrew Potts, Corporate Finance


Tom Nicholson, Corporate Broking





This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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