Last checked at 14 Jan 2009 16:44
RNS Number : 6525L
3rd Man Group Plc (The)
14 January 2009
For immediate release 14 January 2009
THE 3RD MAN GROUP PLC
(“3rd Man” or the “Company”)
Result of General Meeting (“GM”)
The Company is pleased to announce that at the GM of The Company held at 2.00 p.m. today all resolutions were successfully passed.
At the GM the resolutions approved were as follows:
Ordinary resolutions
1) That
a. the proposed sale by Mr Paul Simms and Mr Steve Tyas (“Management”) and their spouses, Anne Couter and Vanessa Tyas (“Spouses”) of an aggregate of 2,279,288 issued ordinary shares of 5 pence each in the capital of the Company to Datacash Fraud Services Limited, on the basis and pursuant to an agreement dated 22 December 2008 between Datacash Fraud Services Limited, Management and Spouses, the principal terms of which are summarised in paragraph 5 of appendix 4 of the offer document dated 23 December 2008 issued by Datacash Fraud Services Limited and containing the recommended cash offer by Datacash Fraud Services Limited for the entire issued and to be issued share capital of the Company not otherwise contracted to be acquired by Datacash Fraud Services Limited, of which notice of this meeting forms part, (the “Offer Document”) be and is hereby approved; and
b. the other arrangements between Datacash Group Plc, Datacash Fraud Services Limited and Management described in the Offer Document be and are hereby approved, in or substantially in such form, and the directors of the Company be and are hereby authorised to do and procure to be done all such acts and things on behalf of the Company as they consider necessary or expedient for the purpose of giving effect to such arrangements.
2) That the payment to Ray Mackie, a director of the Company, of £3,900, being a payment for loss of office in respect of which the approval of the members of the Company is required pursuant to sections 217 and 219 of the Companies Act 2006 be and is hereby approved.
3) That the payment to Clive Bradly, a director of the Company, of £3,500, being a payment for loss of office in respect of which the approval of the members of the Company is required pursuant to sections 217 and 219 of the Companies Act 2006 be and is hereby approved.
4) That the payment to Robert Ellis, a director of the Company, of £5,000, being a payment for loss of office in respect of which the approval of the members of the Company is required pursuant to sections 217 and 219 of the Companies Act 2006 be and is hereby approved.
Special resolution
5) That with effect from the passing of this resolution, the articles of association of the Company be amended by adding the following new Article 8.6:
SHARES ALLOTTED AFTER OFFER UNCONDITIONAL
a. Notwithstanding any other provision of these Articles, if, following the recommended cash offer as set out in the offer document dated 22 December 2008 issued by Datacash Fraud Services Limited and containing the recommended cash offer by Datacash Fraud Services Limited for the entire issued and to be issued share capital of the Company not otherwise contracted to be acquired by Datacash Fraud Services Limited (the “Offer”) becoming or being declared unconditional in all respects, any new ordinary shares in the capital of the Company (“New Ordinary Shares”) are allotted or issued to any person (a “New Member”) other than to Datacash Fraud Services Limited or any subsidiary undertaking of Datacash Fraud Services Limited or anyone acting on behalf of Datacash Fraud Services Limited (holding on bare trust for Datacash Fraud Services Limited), such New Ordinary Shares will be transferred immediately, free of all encumbrances, to Datacash Fraud Services Limited and/or its nominee(s) (holding on bare trust for Datacash Fraud Services Limited) in consideration for and conditional on the payment by Datacash Fraud Services Limited to the New Member of 30 pence in cash for each New Ordinary Share.
b. In order to give effect to any such transfer required by this Article 8.6, the Company may appoint any person to execute and deliver a form of transfer on behalf of, or as attorney for, the New Member in favour of Datacash Fraud Services Limited and/or its nominee(s) (holding on bare trust for Datacash Fraud Services Limited). Following the Offer becoming or being declared unconditional in all respects and pending the registration of Datacash Fraud Services Limited as the holder of any New Ordinary Shares to be transferred under this Article 8.6, the New Member shall not be entitled to exercise any rights attaching to any such New Ordinary Shares unless so agreed by Datacash Fraud Services Limited and Datacash Fraud Services Limited shall be irrevocably empowered to appoint any person nominated by the Directors of Datacash Fraud Services Limited to act as attorney on behalf of any holder of any New Ordinary Shares in accordance with any directions Datacash Fraud Services Limited gives in relation to any dealings with or disposal of them (or any interest in them), exercising any rights attached to them or receiving any distribution or other benefit accruing or payable in respect of any New Ordinary Shares and any holder(s) of those New Ordinary Shares must exercise all rights attaching to them in accordance with the directions of Datacash Fraud Services Limited. The Company shall not be obliged to issue a certificate for any New Ordinary Shares.
Enquiries:
The 3rd Man Group plc Telephone: +44 (0) 127 685 6444
Ray Mackie – Chairman
Paul Simms – Chief Executive Officer
Seymour Pierce Ltd Telephone: +44 (0) 207 107 8336
(Financial Adviser to The 3rd Man Group plc)
Chris Howard
Seymour Pierce Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser exclusively for The 3rd Man Group plc and no-one else in connection with the Offer and will not be responsible to anyone other than The 3rd Man Group plc for providing the protections afforded to customers of Seymour Pierce Ltd nor for giving advice in relation to the Offer.
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