9 Jul 2013 14:39
Tangent Communications plc ("Tangent" or the "Company")
Result of AGM
Tangent is pleased to announce that all of the resolutions proposed at the Annual General Meeting, held at 10:00 a.m. today were duly passed.
Each of the resolutions was passed by the required majority. The table below sets out the votes cast by proxy in respect of each resolution.
Resolutions | Shares For | Shares Against | Shares Withheld |
1. To receive the Company's annual accounts and the Directors' and Auditors' reports | 107,059,468 | 0 | 0 |
2. To declare a final dividend of 0.2p per ordinary share | 107,059,468 | 0 | 0 |
3. The reappointment of UHY Hacker Young LLP as the Company's auditors | 107,059,468 | 0 | 0 |
4. To re-elect Timothy Green as a Director | 107,059,468 | 0 | 0 |
5. To elect David Steyn as a Director | 107,059,468 | 0 | 0 |
6. To authorise the Directors to allot shares or grant subscription or conversion rights under section 551 Companies Act 2006 | 107,049,468 | 10,000 | 0 |
7. To disapply statutory pre-emption rights under section 570 Companies Act 2006 | 101,849,092 | 5,210,376 | 0 |
8. To authorise the Company to make market purchase of its own ordinary shares | 107,049,468 | 10,000 | 0 |
9. To authorise the waiver by the Panel on Takeovers and Mergers of any obligation which would otherwise be imposed upon the Concert Party (as defined in the Circular), either individually or collectively, under Rule 9 of the City Code on Takeovers and Mergers, as a result of exercise of the authority in resolution 8 | 99,038,355 | 10,000 | 1,914 |
In order to comply with the City Code on Takeovers and Mergers, Resolution 9, concerning the waiver of obligations under Rule 9 of the City Code (the "Waiver Resolution"), was passed by means of a poll of Independent Shareholders. The Concert Party did not vote on the Waiver Resolution.
As disclosed in the Circular published on 14 June 2013, if: (i) the Buyback Authority is exercised in full but there is no exercise of any options under the Share Option Schemes, the Company's share capital would decrease to 250,931,683 Shares and the percentage of Shares held by the Concert Party would therefore increase to 36.33 per cent., a holding of 91,167,389 Shares; and (ii) the Buyback Authority is exercised in full and no options are exercised under the Share Option Schemes other than the Concert Party Options, the Company's share capital would decrease to 272,931,683 Shares and the percentage of Shares held by the Concert Party would therefore increase to 41.46 per cent., a holding of 113,167,389 Shares.
Unless otherwise stated, all defined terms in this announcement shall have the same meaning as in the Circular published on 14 June 2013.
For further information, please contact:
Tangent Communications plc
Timothy Green - Chief Executive: 020 7462 6101
Seema Paterson - Corporate Development: 020 7462 6101
Canaccord Genuity Limited - Nominated adviser and broker
Bruce Garrow / Emma Gabriel: 020 7523 8350