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19 Feb 2009 17:13
19 February 2009
Danka Business Systems PLC
("Danka" or the "Company")
Extraordinary General Meeting Results
At the Extraordinary General Meeting of Danka Shareholders held today, 19 February 2009 (the "EGM"), to approve the proposed Members' Voluntary Liquidation and related matters (as described in the circular to shareholders dated 20 January 2009 (the "Circular") and the further circular to Danka Shareholders dated 12 February 2009), the resolutions to approve the entry by the Company into the Members' Voluntary Liquidation and related resolutions were approved by the requisite majorities of Danka Shareholders. The voting results of each resolution proposed at the EGM are set out below.
The Company has now entered into the Members' Voluntary Liquidation and Jeremy Spratt and Finbarr O'Connell of KPMG LLP have been appointed joint liquidators for the purposes of the voluntary winding up of the Company.
The listing of Danka Ordinary Shares on the Official List will be cancelled with effect from 8.00 a.m. on 20 February 2009.
Voting Results:
1. Special Resolution
"THAT the Company be wound up voluntarily."
|
For the Special Resolution |
Against the Special Resolution |
||
|
No. |
% of votes cast |
No. |
% of votes cast |
|
352,169,547 |
96.7 |
12,039,230 |
3.3 |
2. Ordinary Resolution
"THAT, subject to and with effect from the resolution numbered 1 being duly passed by the requisite majority at the meeting of the members of the Company at which this resolution is proposed, Jeremy Spratt and Finbarr O'Connell of KPMG LLP, 8 Salisbury Square, London EC4Y 8BB be and are hereby appointed joint liquidators for the purpose of the voluntary winding-up of the Company, and any power conferred on them by law or by this resolution or by resolution numbered 3 below, and any act required or authorized under any enactment or such other resolution to be done by them, may be done by them jointly or by each of them alone."
|
For the Ordinary Resolution |
Against the Ordinary Resolution |
||
|
No. |
% of votes cast |
No. |
% of votes cast |
|
352,203,714 |
96.7 |
11,939,969 |
3.3 |
3. Special Resolution
"THAT, subject to and with effect from the resolutions numbered 1 and 2 being duly passed by the requisite majority at the meeting of the members of the Company at which this resolution is proposed, the joint liquidators appointed pursuant to the resolution numbered 2 be authorized under the provisions of section 165 (2) of the UK Insolvency Act 1986 to exercise any of the powers laid down in Schedule 4, Part I, of that Act as may be necessary or desirable in their judgment."
|
For the Special Resolution |
Against the Special Resolution |
||
|
No. |
% of votes cast |
No. |
% of votes cast |
|
352,147,868 |
96.7 |
11,942,298 |
3.3 |
4. Ordinary Resolution
"THAT, subject to and with effect from the resolutions numbered 1 and 2 being duly passed by the requisite majority at the meeting of the members of the Company at which this resolution is proposed, the remuneration of the joint liquidators (as appointed by resolution numbered 2) be fixed, in accordance with the terms of their engagement letter with the Company, dated 25 March 2008, at their normal charging rates by reference to the time properly given by them and members of their staff in attending to matters arising in the winding up of the Company (including those falling outside their statutory duties but in all respects in accordance with the terms of their engagement letters with the Company) and that they be and are hereby authorized to draw sums on account of their remuneration at such intervals as they reasonably determine and to pay any expenses and disbursements properly incurred by them in respect of the winding up."
|
For the Ordinary Resolution |
Against the Ordinary Resolution |
||
|
No. |
% of votes cast |
No. |
% of votes cast |
|
352,161,899 |
96.7
|
11,927,503 |
3.3 |
5. Ordinary Resolution
"THAT, subject to and with effect from the resolutions numbered 1, 2 and 4 being duly passed by the requisite majority at the meeting of the members of the Company at which this resolution is proposed, the joint liquidators be authorized to do all such things as are necessary to wind up the remaining subsidiaries of the Company, including without limitation appointing themselves as joint liquidators of the UK subsidiaries and to draw their remuneration in respect of any subsidiary liquidations from the Company on the same basis as in resolution 4."
|
For the Ordinary Resolution |
Against the Ordinary Resolution |
||
|
No. |
% of votes cast |
No. |
% of votes cast |
|
352, 209,671 |
96.7
|
11,896,726 |
3.3 |
Two copies of the resolutions passed today have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's viewing facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf London E14 5HS
Telephone: 020 7066 1000
Capitalised terms used but not defined in this announcement have the meanings given to them in the Circular.
Enquiries
Danka Business Systems PLC
Jean Johnson, General Counsel and Secretary, 00 1 727-456-4460
Weber Shandwick Financial (London)
Nick Oborne, 020 7067 0700
Evolution Securities Limited (London)
Stuart Andrews / Bobbie Hilliam, 020 7071 4300
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