Last checked at 19 Jan 2016 13:31
19 January 2016
For immediate release
Progressive Digital Media Group Plc
Result of General Meeting
Update on Proposals
On 23 December 2015, Progressive Digital Media Group Plc (AIM:PRO) ("Progressive", the "Company" and, together with its subsidiary undertakings, the "Group") announced that it had conditionally agreed to acquire the entire issued share capital of healthcare business information provider, GlobalData Holding Limited, a company owned by Mike Danson and Wayne Lloyd (and his connected parties)(the "Vendors") (the "Acquisition"), in consideration for the issue by the Company of an aggregate 26,078,431 new Ordinary Shares.
At the same time, the Company announced that its subsidiary, PDMH, had also conditionally agreed to dispose of the entire issued share capital of PTML (a company which holds Progressive's non-core B2B assets) to Research Views Limited, a company also controlled by the Vendors, for a consideration of £1, together with the indirect assumption by the Company of an inter-company loan of £4.5 million owing by PTML to PDMH pursuant to the terms of a guaranteed loan agreement.
Completion of the Acquisition and the Disposal is conditional upon, amongst other things, approval by Shareholders of the Resolutions set out in the Notice of General Meeting.
The Company is pleased to announce that all of the Resolutions were passed unanimously on a show of hands at the General Meeting which took place earlier today.
The proxy voting results for the Resolutions were as follows:
Resolution 1: ordinary resolution to approve the Acquisition Agreement
| Number of Ordinary Shares voted | Percentage of Ordinary Shares voted |
For | 68,739,968 | 100 |
Against | Nil | Nil |
Withheld | 885 | Nil |
Total votes cast | 68,739,968 |
|
Resolution 2: ordinary resolution to approve the Disposal Agreement
| Number of Ordinary Shares voted | Percentage of Ordinary Shares voted |
For | 68,736,328 | 100 |
Against | Nil | Nil |
Withheld | 4,525 | Nil |
Total votes cast | 68,736,328 |
|
Resolution 3: ordinary resolution to authorise the directors to allot relevant securities
| Number of Ordinary Shares voted | Percentage of Ordinary Shares voted |
For | 68,736,328 | 100 |
Against | Nil | Nil |
Withheld | 4,525 | Nil |
Total votes cast | 68,736,328 |
|
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 the Company eligible to vote on the Resolutions is 76,267,991 Ordinary Shares of one penny each.
Completion of the Acquisition and the Disposal remains conditional upon the completion of the GD Re-organisation and the PDM Re-organisation and Admission. It is expected that the GD Re-organisation and the PDM Re-organisation will both be completed on or before 22 January 2016.
Application has been made to the London Stock Exchange for the 26,078,431 new Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the new Ordinary Shares on AIM will commence at 8.00 a.m. on 25 January 2016. On Admission, the Acquisition and the Disposal will be automatically completed.
Changes to the Board and the Group's management team
With effect from Completion, the following changes to the Board and senior management team of the Group will take effect:
• Bernard Cragg, currently the senior non-executive director of the Company, will be appointed as chairman of the Company;
• Michael Danson, currently executive chairman of the Company, will be appointed as chief executive officer, taking over direct day-to-day management of the Group; and
• Simon Pyper, currently chief executive officer of the Company, will be appointed chief financial officer of the Group.
Changes to the chairman of the Company's audit and remuneration committees will be announced at a later date.
On Completion, Wayne Lloyd, currently chief executive officer of GlobalData, will join the Group's senior management team as managing director of the Group's US operations with specific responsibility for GlobalData's healthcare business.
Total Voting Rights
Following Admission, the Company will have 102,346,422 Ordinary Shares in issue. The Company does not hold any Ordinary Shares in treasury. Therefore the total number of voting rights in the Company will be 102,346,422.
Name change and change of website
On Admission, the Company's name will change to GlobalData plc and it will trade on AIM under its new name with its tradable instrument display mnemonic (TIDM) changing from "PRO" to "DATA".
The Company's website address will also change within three business days following the Admission date to www.globaldata.com.
Capitalised terms used but not defined in this announcement have the meanings set out in the circular dated 23 December 2015. Any changes to the expected date of Completion and Admission will be notified by the Company through a further announcement.
Progressive Digital Media Group Plc | 0207 936 6400 |
Bernard Cragg, Chairman of the Independent Committee Mike Danson, Executive Chairman Simon Pyper, Chief Executive |
|
|
|
N+1 Singer (Nominated Adviser and Broker) | 0207 496 3000 |
James Maxwell |
|
James White |
|
|
|
Hudson Sandler | 0207 796 4133 |
Nick Lyon |
|