Boomerang Plus PLC Result of General Meeting (1890I)
July 20 2012 - 10:07AM
UK Regulatory
TIDMBOOM
RNS Number : 1890I
Boomerang Plus PLC
20 July 2012
Boomerang Plus plc ("Boomerang" or the "Company")
Result of General Meeting
On 4 July 2012, the Independent Directors and the Boom Pictures
Directors announced that they had reached agreement on the terms of
a recommended cash offer to be made by Deloitte Corporate Finance
on behalf of Boom Pictures for the entire issued and to be issued
share capital of Boomerang, excluding the Roll-over Shares.
The offer document (the "Offer Document") in relation to the
Offer was published on 4 July 2012.
The Company announces that, at the General Meeting held earlier
today, the Ordinary Resolution required to approve the Management
Arrangements was duly passed. Voting on the Ordinary Resolution was
conducted on a poll.
The proxy voting results for the Ordinary Resolution were as
follows:
Number of Eligible Percentage of Eligible
Voting Shares voted Voting Shares voted
For 2,503,856 100
--------------------- -----------------------
Against 0 0
--------------------- -----------------------
Withheld 0 0
--------------------- -----------------------
Total votes cast 2,503,856 100
--------------------- -----------------------
A vote withheld is not a vote in law and does not count in the
total of votes cast.
Any proxy appointments which gave discretion to the chairman of
the meeting have been included in the 'For' total.
The issued share capital of Boomerang eligible to vote on the
Ordinary Resolution is 4,272,234 ordinary shares of one penny each
(being the Eligible Voting Shares).
Words and expressions defined in the Offer Document shall,
unless the context provides otherwise, have the same meanings in
this announcement.
Enquiries:
Boomerang Tel: +44 (0) 7802 793
Richard Huntingford (Chairman) 444
finnCap Ltd (financial adviser to Boomerang) Tel: +44 (0) 20 7220
Geoff Nash 0500
Charlotte Stranner
Walbrook (PR adviser to Boomerang) Tel: +44 (0) 20 7933
Paul McManus 8780
Paul Cornelius
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Boomerang and no one
else in connection with the Offer and will not be responsible to
anyone other than Boomerang for providing the protections afforded
to clients of finnCap Ltd nor for providing advice in relation to
the Offer or any other matter or arrangement referred to in this
announcement.
Deloitte Corporate Finance is acting only for Lorraine Heggessey
and Boom Pictures and no one else in connection with the Offer and
will not regard any other person as its client nor be responsible
to anyone other than those persons for providing the protections
afforded to clients of Deloitte Corporate Finance nor for providing
advice in relation to the Offer, the contents of this announcement
or any other matters referred to in this announcement. Deloitte
Corporate Finance is a division of Deloitte LLP, which is
authorised and regulated by the Financial Services Authority in
respect of regulated activities.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 p.m. (London time) on the business day following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on website
A copy of this announcement is available free of charge, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Boomerang's website at www.boomerang.co.uk and on
Boom Pictures' website at www.boombid.co.uk by no later than 12
noon on 23 July 2012, up to and including the date upon which the
Offer becomes or is declared unconditional in all respects.
For the avoidance of doubt, the content of the website referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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