17 Oct 2019 17:02
Date: 17 October 2019On behalf of: Entertainment One Ltd. ('the Company')Embargoed until: Immediate Release
Entertainment One Ltd.
RESULTS OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
The Company confirms that all of the resolutions proposed at the Annual General and Special Meeting of shareholders held on 17 October 2019 were approved. Proxies were validly received in respect of 378,036,798 common shares, representing approximately 76% of the outstanding common shares in the Company.
More than 99.9% of the votes cast, in person or by proxy, were in favour of the previously-announced plan of arrangement under the Canada Business Corporations Act pursuant to which an affiliate of Hasbro, Inc. will acquire all of the outstanding common shares of Entertainment One for £5.60 per Share in cash for an aggregate value of approximately £3.3 billion or US$4.0 billion.
The transaction remains subject to receipt of certain regulatory approvals and other customary closing conditions including a final order of the Ontario Superior Court of Justice to approve the transaction. The transaction has received several regulatory approvals so far, including early termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act in the U.S. and antitrust approval in Germany. The transaction is expected to close during the fourth quarter of 2019.
The results of the proxy voting on each resolution were as follows:
Resolution | For | Discretion | Against | Withheld | |||
# of votes cast | % of votes cast | # of votes cast | % of votes cast | # of votes cast | % of votes cast | # of votes cast | |
1 | 376,086,438 | 99.97 | 14,974 | 0.01 | 58,492 | 0.02 | 1,876,894 |
2 | 347,585,694 | 94.1 | 14,974 | 0.01 | 21,751,132 | 5.89 | 8,462,189 |
3 | 225,897,159 | 61.56 | 14,974 | 0.01 | 140,994,035 | 38.43 | 10,907,822 |
4 | 341,738,107 | 92.85 | 14,974 | 0.01 | 26,290,384 | 7.14 | 9,770,524 |
5 | 368,357,979 | 99.64 | 14,974 | 0.01 | 1,299,049 | 0.35 | 8,141,988 |
6 | 367,359,421 | 99.37 | 14,974 | 0.01 | 2,297,607 | 0.62 | 8,141,988 |
7 | 341,589,940 | 92.78 | 14,974 | 0.01 | 26,524,184 | 7.21 | 9,684,891 |
8 | 240,360,635 | 68.97 | 14,974 | 0.01 | 108,076,121 | 31.02 | 29,362,260 |
9 | 344,214,735 | 93.11 | 14,974 | 0.01 | 25,442,293 | 6.88 | 8,141,988 |
10 | 344,888,900 | 93.68 | 14,974 | 0.01 | 23,225,224 | 6.31 | 9,684,891 |
11 | 368,650,789 | 99.72 | 14,974 | 0.01 | 1,006,238 | 0.27 | 8,141,988 |
12 | 355,012,365 | 96.03 | 14,974 | 0.01 | 14,644,663 | 3.96 | 8,141,988 |
13 | 368,029,681 | 99.97 | 14,974 | 0.01 | 86,943 | 0.02 | 9,682,391 |
14 | 369,421,364 | 99.93 | 14,974 | 0.01 | 238,164 | 0.06 | 8,139,488 |
15 | 324,636,015 | 87.81 | 14,974 | 0.01 | 45,023,513 | 12.18 | 8,139,488 |
16 | 366,837,775 | 99.73 | 14,974 | 0.01 | 961,553 | 0.26 | 9,999,688 |
17 | 349,217,010 | 94.46 | 14,974 | 0.01 | 20,442,517 | 5.53 | 8,139,488 |
18 | 367,835,451 | 99.56 | 14,974 | 0.01 | 1,597,587 | 0.43 | 8,365,977 |
19 | 362,633,877 | 98.09 | 31,253 | 0.01 | 7,006,872 | 1.9 | 8,141,988 |
20 | 362,633,877 | 98.09 | 31,253 | 0.01 | 7,006,872 | 1.9 | 8,141,988 |
A vote "Withheld" is not a vote in law and is not counted in the votes "For" and "Against" a resolution. Resolutions 1 and 16 to 19 were special resolutions. Resolutions 2 to 15 and 20 were ordinary resolutions.
The Company has continued to undertake an engagement programme with a number of significant shareholders to seek their feedback. As part of this programme, the Company contacted shareholders with a greater than 2% holding at the end of 2018 who voted at the 2018 Annual General Meeting, as well as new significant shareholders with a greater than 2% holding who were not on the share register at the time of the 2018 Annual General Meeting.
This engagement programme was led by Mark Opzoomer in his capacity as the Company's Senior Independent Director and specifically targeted shareholders' stewardship teams, providing an additional touchpoint to the Company's usual investment contacts.
The programme is now completed and the Board is considering the valuable feedback received from shareholders, together with the additional feedback provided through the voting response at the 2019 Annual General and Special Meeting.
A copy of the resolutions has been submitted to the National Storage Mechanism.
Enquiries: |
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Alma PR | Rebecca Sanders-Hewett | +44(0)20 3405 0205 |
Entertainment One Ltd. | Patrick Yau | +44(0)20 3714 7931 |
IMPORTANT NOTICE
Not for release, publication or distribution in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
Forward-Looking Statements
Certain statements in this announcement contain "forward-looking statements" with respect to Entertainment One within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be accompanied by such words as "anticipate," "believe," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "potential," "project," "target," "will" and other words and terms of similar meaning. Among other things, these forward-looking statements include expectations concerning the proposed acquisition of Entertainment One and the expected timetable for completing the acquisition. Entertainment One's actual actions or results may differ materially from those expected or anticipated in the forward-looking statements due to both known and unknown risks and uncertainties. The statements contained herein are based on Entertainment One's current beliefs and expectations and speak only as of the date of this announcement. Except as may be required by law, Entertainment One does not undertake any obligation to make any revisions to the forward-looking statements contained in this announcement or to update them to reflect events or circumstances occurring after the date of this announcement. You should not place undue reliance on forward-looking statements.
No offer or solicitation
This announcement is provided for informational purposes only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.