4 Jun 2010 07:00
Entertainment One Ltd.
Notice of Shareholder Meeting
Change of place of incorporation and proposed Admission to the Official List
Further to its announcement released on 31 March 2010 Entertainment One Ltd. ("the Company") is pleased to announce that a court ordered meeting ("Court Meeting") of the ordinary shareholders of the Company will be held at 3pm BST on 28 June 2010, at the offices of Mayer Brown International LLP, 201 Bishopsgate, London, EC2M 3AF.
At the Court Meeting, ordinary shareholders will be asked to vote on a proposal for a scheme of arrangement that would change the place of incorporation of the ultimate parent holding company of the Entertainment One group of companies (the "Group") from the Cayman Islands to Canada, through a scheme of arrangement under Cayman Islands law.
Completion of the proposed scheme of arrangement will result in an exchange of all ordinary shares in the Company for an equal number of common shares of Entertainment One Ltd., a newly incorporated Canadian company ("Entertainment One Canada").
In connection with the proposed scheme of arrangement and subject to UK Listing Authority approval, all of the common shares of Entertainment One Canada will be admitted to a standard listing on the Official List and to trading on the London Stock Exchange's main market for listed securities (together "Admission"). At the same time, admission to trading on AIM of the ordinary shares in the Company will be cancelled.
The Admission and the scheme of arrangement are in effect interdependent on each other. If the scheme of arrangement does not become effective the Admission will not take place. Likewise, if prior to the scheme of arrangement becoming effective Entertainment One Canada receives notice that the Admission will not take place, the scheme of arrangement will not become effective. Accordingly, upon completion of the scheme of arrangement and the Admission, all common shares in Entertainment One Canada will be listed on the Official List and the holding company of the Group will be in Canada.
The Board of Directors believes that changing the Company's place of incorporation will increase the attractiveness of the Group to existing and potential investors, enable the Group to simplify its capital structure and more efficiently satisfy certain Canadian regulatory requirements applicable to businesses operating in the Canadian film and television distribution industry. In addition, the Board of Directors believes that Admission to the Official List will provide improved liquidity of the common shares, and enhanced corporate exposure to an enlarged investor base.
The reasons for the scheme of arrangement and the resolutions to be voted on at the Court Meeting ("the Resolutions") are discussed in further detail in the information circular which is being posted to the Company's ordinary shareholders today, and will be available on the Company's website (www.entertainmentonegroup.com). This announcement should be read in conjunction with the information circular.
Recommendation
The Board of Directors unanimously recommends that ordinary shareholders vote "FOR" all of the Resolutions.
If the Resolutions are passed at the Court Meeting, it is expected that, subject to approval by the UK Listing Authority, Admission will take place on or around 15 July 2010 and at the same time the Company will cancel its admission to trading on AIM.
For further information, please contact:
| Redleaf Communications Emma Kane / Rebecca Sanders-Hewitt Tel: +44 (0)20 7566 6700 |
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| Email: eone@redleafpr.com |
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Entertainment One Giles Willits (CFO) Tel: +44 (0)20 7907 3783 Email: gwillits@e1ent.com |
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Singer Capital Markets Limited (Nomad and Joint Broker) James Maxwell / Richard Savage Tel: +44 (0)20 3205 7500 |
Cenkos Securities PLC (Joint Broker) Stephen Keys / Alex Aylen Tel: +44 (0)20 7397 8926 |
About Entertainment One
Entertainment One (AIM: ETO) is a leading international independent entertainment group of companies that specialises in the acquisition, production and distribution of film and television content. The Group's comprehensive network extends around the globe including Canada, the U.S., the UK, Ireland, the Benelux, France, Australia and New Zealand. Through established Entertainment and Distribution divisions, the company provides extensive expertise in film distribution, television and music production, kids programming and merchandising and licensing. Its current rights library is exploited across all media formats and includes more than 20,000 film and television titles, 2,400 hours of television programming and 45,000 music tracks.