Stvg Regulatory News (STVG)

23 Nov 2007 11:14

SMG PLC23 November 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPTON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY SMG PLC ON 6 NOVEMBER 2007 IN CONNECTION WITH THE PROPOSED RIGHTS ISSUE. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE. SMG plc23 November 2007 SMG plc ("SMG" or the "Company")Results of Extraordinary General Meeting and despatch of Provisional Allotment Letters SMG plc announces that at the Extraordinary General Meeting held today for the purposes of passing certain resolutions relating to the proposed Rights Issue announced on 6 November 2007, the Resolutions put to the meeting were duly passed without amendment. Under the terms of the Rights Issue, 633,850,240 New Shares will be offered by way of rights to Qualifying Shareholders on the basis of 2 New Shares for each Existing Share held and registered at 5.00 pm on Tuesday, 20 November 2007 at15 pence per New Share, and so in proportion for any other number of Existing Shares then held. The Rights Issue is expected to raise approximately £95.1 million (before expenses) and is fully underwritten by Hoare Govett. Provisional Allotment Letters will today be posted to Qualifying Non-CREST Shareholders, save as stated in the Prospectus. It is expected that the Nil Paid Rights and the Fully Paid Rights will be enabled for settlement by Euroclear by 8.00 am on Monday, 26 November 2007. It is expected that Admission to the Official List will become effective and that dealings in the New Shares will commence on the London Stock Exchange, nil paid, at 8.00 am on Monday 26 November 2007. The latest time and date for acceptance and payment in full under the Rights Issue is 11.00 am on Tuesday 18 December 2007. Definitions used in the prospectus dated 6 November 2007 apply in this announcement unless the context otherwise requires. Details of proxy voting instructions, lodged prior to the Meetings, are set outbelow: Resolution For Discretion Against Withheld 1. (a) each authorised butunissued ordinary share of 2.5 184,147,314 415,485 685,735 315,950pence each ("Ordinary Shares")and each authorised, but unissued,redeemable share of £1 each inthe capital of the Company be cancelled; (b)the authorised share capitalof the Company be and is herebyincreased by the creation of950,775,360 Ordinary Sharesforming a single class with theexisting Ordinary Shares in theCompany and all such shares tohave the rights and be subjectto the restrictions set out inthe Articles of Association ofthe Company; 2. the directors of the Companybe and are hereby generally andunconditionally authorised for 183,728,701 558,578 928,463 348,742the purposes of Section 80 of theCompanies Act 1985 (the "Act")to exercise all the powers of theCompany to allot and issuerelevant securities (within themeaning of that Section) up toan aggregate nominal amount of£23,769,384 for a periodexpiring (unless previously renewed,varied or revoked by the Company ingeneral meeting) on the earlierof fifteen months from the datethis resolution is passed and theconclusion of the Annual Generalmeeting of the Company in 2008,save that the Company may beforesuch expiry make an offer oragreement which would or mightrequire relevant securities tobe allotted after such after such expiry and the directors of theCompany may allot relevantsecurities in pursuance of suchoffer or agreement as if theauthority conferred hereby hadnot expired. This authority is insubstitution for all existingauthorities pursuant to Section80 of the Act to the extent unused. The Resolutions were proposed as ordinary resolutions. An abstention is not a vote in law and is not counted in the calculation of proportion of votes "For" or "Against" a resolution. The total number of ordinary shares of 2.5p in issue as at 23 November 2007 was 316,925,120. Enquiries:Jane E A TamesCompany Secretary0141 300 3074 Hoare Govett Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting as sponsor, underwriter, broker and financial adviser exclusively for the Company and no one else in connection withthe Rights Issue and the admission of the New Shares to the Official List and to trading on the London Stock Exchange's main market for listed securities and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Hoare Govett Limited or for providing advice in relation to the Rights Issue, the proposed admission to listing or trading, or any other matters referred to in this announcement. This information is provided by RNS The company news service from the London Stock Exchange