13 Jan 2016 15:37
13 January 2016
GAME Digital plc
Voting results of Annual General Meeting held on 13 January 2016
GAME Digital plc (the "Company"), is pleased to announce that all of the resolutions proposed at its annual general meeting (the "AGM") held at 10.00 am at Unity House, Telford Road, Basingstoke, RG21 6YJ on 13 January 2016 were successfully passed. All resolutions, save for resolution 15(A), were voted on by means of a poll. Resolution 15(A) was voted on by a show of hands. Unless otherwise stated, all terms not defined in this announcement shall have the same meaning as in the notice of AGM sent to shareholders on 11 November 2015 (the "Notice").
Resolution 15(A) was proposed at the meeting in order to amend resolution 15 to reflect the current interests of Duodi and the other members of the Concert Party in the Company, in line with the update letter sent to shareholders and notified to the market on 7 January 2016. Duodi has informed the Company that, as at the close of business on 12 January 2016 (being the latest practicable date prior to the date of the AGM), Duodi was interested in 73,849,189 Ordinary Shares (representing approximately 43.4 per cent of the total voting rights in the Company). In addition, David Hamid was interested in 1,206,012 Ordinary Shares (representing approximately 0.7 per cent of the total voting rights in the Company) as at the close of business on 12 January 2015. As a result, the members of the Concert Party were, in aggregate, interested in 75,055,201 Ordinary Shares (representing approximately 44.2 per cent of the total voting rights in the Company) as at the close of business on 12 January 2016. No member of the Concert Party voted on resolution 15(A).
There are 170,000,000 Ordinary Shares with voting rights in issue. No Ordinary Shares are held in treasury.
The voting results below show the total of all the votes cast on a poll and, separately, the results of the poll in relation to resolutions 7, 8 and 9, showing only the votes casts by Independent Shareholders (as that term is defined in the Listing Rules published by the Financial Conduct Authority).
The poll results will also be posted on the Company's website.
Resolution | VOTESFOR | % | VOTESAGAINST | % | TOTAL VOTES CAST (EXCLUDING VOTES WITHHELD) | % OF ISSUED SHARE CAPITAL VOTED | VOTES WITHHELD | |
1 | Company's annual report and accounts | 156,372,655 | 100 | 395 | 0.00 | 156,373,050 | 91.98 | 2,759 |
2 | Directors' remuneration report | 152,520,827 | 99.99 | 13,563 | 0.01 | 152,534,390 | 89.73 | 3,841,419 |
3 | Declaration of Final Dividend | 156,375,448 | 100 | 361 | 0.00 | 156,375,809 | 91.99 | 0 |
4 | Re-elect David Hamid | 156,333,833 | 99.99 | 22,976 | 0.01 | 156,356,809 | 91.97 | 19,000 |
5 | Re-elect Martyn Gibbs | 156,375,053 | 100 | 756 | 0.00 | 156,375,809 | 91.99 | 0 |
6 | Elect Mark Gifford | 156,375,053 | 100 | 756 | 0.00 | 156,375,809 | 91.99 | 0 |
7 | Re-elect John Jackson | 156,375,053 | 100 | 756 | 0.00 | 156,375,809 | 91.99 | 0 |
8 | Re-elect Lesley Watkins | 156,375,053 | 100 | 756 | 0.00 | 156,375,809 | 91.99 | 0 |
9 | R-elect Caspar Woolley | 156,375,053 | 100 | 756 | 0.00 | 156,375,809 | 91.99 | 0 |
10 | Re-elect Franck Tuil | 156,370,694 | 100 | 5,115 | 0.00 | 156,375,809 | 91.99 | 0 |
11 | Re-appoint the Auditor | 156,356,413 | 99.99 | 19,396 | 0.01 | 156,375,809 | 91.99 | 0 |
12 | Auditor's Remuneration | 156,375,414 | 100 | 395 | 0.00 | 156,375,809 | 91.99 | 0 |
13 | Authority to allot shares | 156,367,806 | 99.99 | 8,003 | 0.01 | 156,375,809 | 91.99 | 0 |
14 | Authority to make political donations | 150,259,414 | 96.09 | 6,116,395 | 3.91 | 156,375,809 | 91.99 | 0 |
15* | Whitewash resolution in relation to the Concert Party (as amended by resolution 15(A)) | 64,326,532 | 79.21 | 16,882,365 | 20.79 | 81,208,897 | 85.53 | 111,711 |
16 | Approval of Group-Wide Share Acquisition Plan | 156,375,414 | 100 | 395 | 0.00 | 156,375,809 | 91.99 | 0 |
17** | Power to disapply pre-emption rights | 156,343,246 | 99.98 | 32,563 | 0.02 | 156,375,809 | 91.99 | 0 |
18** | Authority to make market purchases | 156,375,809 | 100 | 0 | 0.00 | 156,375,809 | 91.99 | 0 |
19** | Notice of general meetings | 156,074,265 | 99.81 | 301,544 | 0.19 | 156,375,809 | 91.99 | 0 |
* As required by the Code, no member of the Concert Party voted its interest in any Ordinary Shares held by them in relation to resolution 15.
** Passed as special resolutions.
In accordance with Listing Rule 9.6.2, a copy of resolution 15 (as amended by resolution 15(A)), being a resolution which does not constitute ordinary business, has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.
Votes of Independent Shareholders (as that term is defined in the Listing Rules published by the Financial Conduct Authority) on the resolutions concerning the election of the independent non-executive directors | ||||||||
| Resolution | VOTESFOR | % | VOTESAGAINST | % | TOTAL VOTES CAST (EXCLUDING VOTES WITHHELD) | % OF ISSUED SHARE CAPITAL VOTED | VOTESWITHHELD |
7 | Re-elect John Jackson | 81,319,852 | 100.00 | 756 | 0.00 | 81,320,608 | 85.65 | 0 |
8 | Re-elect Lesley Watkins | 81,319,852 | 100.00 | 756 | 0.00 | 81,320,608 | 85.65 | 0 |
9 | Re-elect Caspar Woolley | 81,319,852 | 100.00 | 756 | 0.00 | 81,320,608 | 85.65 | 0 |
Following the passing of resolutions 15(A) and 15, and assuming (i) the repurchase of 17,000,000 Ordinary Shares pursuant to the Buyback Authority, (ii) no participation or other sales of interests in Ordinary Shares by any member of the Concert Party in connection with any share repurchases or otherwise and (iii) no other change in the Company's issued share capital, the Concert Party's maximum potential interest in the Ordinary Shares would be 49.1 per cent. The breakdown of the maximum holdings of each member of the Concert Party in this scenario would be as follows:
Current | Following full exercise of Buyback Authority and using assumptions above | |||
Number of Ordinary Shares | Interest in Ordinary Shares as % of total voting rights | Number of Ordinary Shares | Interest in Ordinary Shares as % of total voting rights | |
Duodi | 73,849,189 | 43.4% | 73,849,189 | 48.3% |
David Hamid | 1,206,012 | 0.7% | 1,206,012 | 0.8% |
Total Concert Party | 75,055,201 | 44.2% | 75,055,201 | 49.1% |
Total Company | 170,000,000 | 153,000,000 | ||
Notes:
1. Any proxy appointments which gave discretion to the Independent Director (as that term is defined in the proxy card accompanying the Notice) have been included in the 'For' total.
2. For the purposes of section 341 of the Companies Act 2006, the total votes cast amounted to 156,375,809 representing 91.99 per cent of the issued share capital.
3. The total number of Ordinary Shares held by shareholders other than the members of the Concert Party as at the close of business on 12 January 2015 was 94,944,799.
4. A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
Enquiries:
Ruth Cartwright,
Company Secretary
Tel: +44 (0)1256 784229