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27 Oct 2009 11:54
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RiskMetricsΒ RecommendsΒ ShareholdersΒ
Vote AGAINST ResolutionΒ at Second EGM
Leading Proxy Advisor SupportsΒ
INM's Recommendation to Shareholders
Dublin/LondonΒ -Β 27Β October,Β 2009: Independent News & Media PLC ("INM" or theΒ "Company")Β today announces that RiskMetricsΒ Group, the world's leading independent proxy advisory firm, recommendsΒ that shareholders vote in line withΒ INM'sΒ recommendation and AGAINSTΒ theΒ resolutionΒ being putΒ toΒ the Extraordinary General MeetingΒ (EGM)Β onΒ Friday, 13 November, 2009.Β
EGM Resolution
TheΒ resolutionΒ being put to shareholdersΒ atΒ the EGM,Β together with INM'sΒ voting recommendations,Β is set out below:
"That the Ordinary Resolution adopted by the members on 12 June, 2009 empowering the Directors toΒ allot and issue relevant securities for the purposes of Section 20 of the Companies (Amendment)Β Act 1983, be and it is hereby revoked."
The existing authority of the Board to issue shares was granted byΒ INM'sΒ Shareholders at the Company'sΒ Annual General Meeting in June 2009. The resolution to grant the authority was unanimously proposedΒ and recommended for approval by theΒ Company's 10Β Directors. The resolution wasΒ passedΒ by INM shareholders,Β at the AGM,Β and theΒ proxies receivedΒ wereΒ 99.83% in support of the resolution.
The authority to allot and issue securities forms part of the Group's financial restructuring as outlined in the Circular sent to shareholders on 6 October, 2009. The Board is committed to its restructuring plans and intends to utilise the existing share issue authority to implement the restructuring (further details of which are set out in the Circular).
The Board believes that the Resolution is not in the best interests of the Company and itsΒ Shareholders as a whole and recommends Shareholders to vote AGAINST the Resolution.Β
Full details of theΒ resolutionΒ and INM's recommendation isΒ set out in the Notice of Meeting posted to all shareholders andΒ whichΒ is also available on the INM websiteΒ www.inmplc.com
For furtherΒ information, please contact:
|
Media Pat Walsh MurrayΒ Consultants (Dublin) Tel: +353 1 498 0300 |
Rory Godson/ Paul Durman Powerscourt (London) Tel: +44 20 7250 1446 |
Investors and Analysts Mark Kenny/Β Jonathan Neilan FDΒ K Capital Source (Dublin) Tel: +353 1 663 3680Β |
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