GlobalData Regulatory News (DATA)

23 Jan 2008 14:08

Internet Business Group23 January 2008 Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction RECOMMENDED OFFER BY TMN GROUP PLC ("TMN") FOR INTERNET BUSINESS GROUP PLC ("IBG" or the "Company") to be effected by means of a Scheme of Arrangement under section 425 of the Companies Act 1985 Results of Court and General Meeting On 14 December 2007, the boards of IBG and TMN jointly announced a recommendedoffer by TMN to acquire the entire issued and to be issued share capital of IBGto be effected by way of a Court sanctioned scheme of arrangement under section425 of the Companies Act 1985. A Scheme Document was posted to IBG Shareholderson 20 December 2007 setting out the terms of the Acquisition. The Board of IBG is pleased to announce that at the Court Meeting and GeneralMeeting, held earlier today at Jones Day, 21 Tudor Street, London, EC4Y 0DJ, allof the resolutions approving the Scheme and the Acquisition were duly passed. At the Court Meeting held today, a majority in number of Scheme Shareholderspresent and voting (either in person or by proxy), representing not less than 75per cent. in value of relevant Scheme Shares, voted in favour of the resolutionto approve the Scheme on a poll. The voting of those members who cast votes either in person or by proxy at theCourt Meeting is set out below: No. of Scheme % of Scheme No. of Scheme % of Scheme % of issued Shareholders Shareholders Shares voted Shares Scheme voting voting voted SharesFOR 70 95.89 47,374,675 99.76 61.37AGAINST 3 4.11 116,236 0.24 0.15 At the General Meeting, also held today, the Special Resolution put to IBGShareholders in order to implement the Scheme was passed by the requisitemajority on a show of hands. The Chairman received proxies as follows: Shares % of voteFOR 41,592,620 96.64AGAINST 250,455 0.58DISCRETION 1,196,580 2.78WITHHELD 0 0 Completion of the Acquisition remains subject to the satisfaction or waiver (ifcapable of waiver) of the remaining Conditions set out in the Scheme Documentincluding, inter alia, the sanction of the Scheme and the associated reductionof capital by the Court. The Court Hearing to sanction the Scheme is expected totake place on 11 February 2008 and the Court Hearing to confirm the Reduction ofCapital is expected to take place on 13 February 2008. It is expected that thelast day for dealings in IBG Shares will be 12 February 2008 and that the Schemewill become effective and dealings in the New TMN Shares will commence on 14February 2008. As soon as practicable after the Effective Date and, in anyevent, no later than fourteen days from the Effective Date, share certificateswill be dispatched to those Scheme Shareholders who hold their IBG Shares incertificated form in respect of New TMN Shares. Copies of the resolutions passed at the Court Meeting and the General Meetingwill shortly be available for inspection at the offices of Jones Day, 21 TudorStreet, London, EC4Y 0DJ during usual business hours. The definitions used or referred to in the Scheme Document dated 20 December2007 apply in this announcement, unless the context otherwise requires. Enquiries: Internet Business Group PlcMaziar Darvish, Chairman020 7927 8102 Strand Partners LimitedJames Harris / Braden Saunders020 7409 3494 St Helen's Capital LimitedRuari McGirr020 7628 5582 Tavistock Communications LimitedMatt Ridsdale020 7920 3150 Strand Partners, which is authorised and regulated in the United Kingdom by theFSA, is acting exclusively for IBG and no one else in connection with theAcquisition and the Scheme and will not be responsible to anyone other than IBGfor providing the protections afforded to clients of Strand Partners nor forgiving advice in relation to the Acquisition and the Scheme or any other matteror arrangement referred to in this announcement. Overseas Jurisdictions The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore any personswho are subject to the laws of any jurisdiction other than the United Kingdomshould inform themselves about, and observe, any applicable requirements. Thisannouncement has been prepared for the purposes of complying with English lawand the City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws and regulations of any jurisdiction outside of England. THIS ANNOUNCEMENT IS NOT A PROSPECTUS. IT DOES NOT CONSTITUTE OR FORM PART OFANY OFFER OF SECURITIES, OR CONSTITUTE SOLICITATION OF ANY OFFER OF SECURITIES. This information is provided by RNS The company news service from the London Stock Exchange