19 Jun 2008 17:41
19 June 2008
Danka Business Systems PLC
("Danka" or the "Company")
Further Circular posted to Danka Shareholders
On 30 May 2008, the Company posted a circular (the "Circular") to Danka Shareholders setting out details of the proposed disposal of its business operations to Konica Minolta (the "Disposal") and the proposed Members Voluntary Liquidation and convening an Extraordinary General Meeting (the "EGM"). As announced by the Company on 18 June 2008, the Board intends to propose an amendment to the Resolution to approve the Disposal at the EGM which would have the effect of allowing that Resolution to come into force if approved by the requisite majority, regardless of whether the Resolution to approve the Members Voluntary Liquidation is approved. This would allow the Disposal to be completed even if the Resolution to approve the Members Voluntary Liquidation is not approved by the requisite majority.
A further circular (the "Supplemental Circular"), setting out full details of the proposed amendment to the Resolution to approve the Disposal has been approved by the UKLA and has been posted to shareholders.
Accompanying the Supplemental Circular is a Revised Form of Proxy to be used by Ordinary Shareholders in connection with (a) the amendment to the Resolution to approve the Disposal to be proposed by the Board at the Extraordinary General Meeting, (b) the amended Resolution to approve the Disposal, and (c) the other Resolutions to be proposed at the Extraordinary General Meeting. Whether or not Ordinary Shareholders intend to attend the Extraordinary General Meeting in person, they are requested to complete the Revised Form of Proxy in accordance with the instructions printed on it and return it as soon as possible by post or (during normal business hours only) by hand but, in any event so as to be received by Danka's registrars, Computershare Services PLC, PO Box 1075, Bristol BS99 3FA, no later than 2.00 p.m. on 25 June 2008.
Ordinary Shareholders who have already returned the original Form of Proxy which accompanied the Circular are requested to complete and return the Revised Form of Proxy in accordance with the instructions given above.
Voting instructions given on any original Form of Proxy will nevertheless remain valid in relation to each of the resolutions as proposed in the original notice of meeting, unless superseded by the return of a Revised Form of Proxy. Where the Chairman has been appointed proxy in relation to certain Danka Ordinary Shares under the original Form of Proxy, and no Revised Form of Proxy has been filed in relation to those Danka Ordinary Shares, or the Chairman has not otherwise been instructed by his appointor as to how he should vote, the Chairman will abstain from voting those Danka Ordinary Shares on the amendment and (if the amendment is approved) on the Resolution to approve the Disposal, as amended.
Copies of the Supplemental Circular will be available for inspection at the Financial Services Authority's Document Viewing Facility, the registered office of the Company (Masters House, 107 Hammersmith Road, London W14 0QH) and the offices of Skadden, Arps, Slate, Meagher & Flom (UK) LLP (40 Bank Street, Canary Wharf, London E14 5DS).
Capitalised terms used in this announcement have the meaning ascribed to them in the Circular and the Supplemental Circular except where the context requires otherwise.