Results of AGM and Offer Update
28 Junio 2010 - 8:24AM
UK Regulatory
TIDMTFC
RNS Number : 3538O
Trafficmaster PLC
28 June 2010
28 June 2010
Trafficmaster Plc
("Trafficmaster" or the "Company")
Result of Annual General Meeting and
Update on Recommended Cash Acquisition by Vector Capital Limited
At today's Annual General Meeting, Alan McWalter, the Company's chairman made
the following statement in connection with the recommended cash acquisition of
the Company by Vector Capital Limited (the "Acquisition"):
"In response to the article published in the Financial Times on Friday 25 June
2010, the Company can confirm that since the announcement of the recommended
cash acquisition by Vector Capital, made on 2 June 2010, neither the Company nor
its advisers have received any approaches or held any discussions with a third
party regarding a possible alternative offer for the Company.
Additionally the Board noted certain factual inaccuracies of the Financial Times
article and requested a formal correction. The Board are pleased to note that
these inaccuracies have been corrected on the ft.com website.
The Board has also been informed that RiskMetrics Group (formerly Institutional
Shareholder Services or "ISS") is recommending that its clients vote in favour
of the recommended acquisition of Trafficmaster Plc by Vector Capital Limited.
RiskMetrics is a leading independent proxy voting and corporate governance
advisory firm. They concluded that "Based on the terms of the transaction,
particularly the valuation and premium offered, shareholders are recommended to
vote FOR this proposal."
Trafficmaster announces that all the resolutions proposed at its Annual General
Meeting held today were passed by a show of hands .The results of the proxy
votes are listed below:
+-------------+------------+-------+-----------+---------+-----------+----------+
| Resolutions | Votes | % For | Votes | % | Votes | % |
| | For | | Against | Against | Withheld | Withheld |
| | | | | | | |
+-------------+------------+-------+-----------+---------+-----------+----------+
| Ordinary | | | | | | |
+-------------+------------+-------+-----------+---------+-----------+----------+
| 1 | 67,328,923 | 99.88 | 27,680 | 0.04 | 55,162 | 0.08 |
+-------------+------------+-------+-----------+---------+-----------+----------+
| 2 | 64,651,765 | 95.91 | 2,661,815 | 3.95 | 98,185 | 0.15 |
+-------------+------------+-------+-----------+---------+-----------+----------+
| 3 | 67,074,222 | 99.50 | 313,351 | 0.46 | 24,192 | 0.04 |
+-------------+------------+-------+-----------+---------+-----------+----------+
| 4 | 67,074,642 | 99.50 | 313,880 | 0.47 | 23,243 | 0.03 |
+-------------+------------+-------+-----------+---------+-----------+----------+
| 5 | 67,081,301 | 99.51 | 301,988 | 0.45 | 28,476 | 0.04 |
+-------------+------------+-------+-----------+---------+-----------+----------+
| 6 | 67,298,649 | 99.83 | 60,746 | 0.09 | 52,370 | 0.08 |
+-------------+------------+-------+-----------+---------+-----------+----------+
| 7 | 67,268,307 | 99.79 | 87,309 | 0.13 | 56,149 | 0.08 |
+-------------+------------+-------+-----------+---------+-----------+----------+
| 8 | 66,961,929 | 99.33 | 359,725 | 0.53 | 90,111 | 0.13 |
+-------------+------------+-------+-----------+---------+-----------+----------+
| Special | | | | | | |
+-------------+------------+-------+-----------+---------+-----------+----------+
| 9 | 66,901,489 | 99.24 | 399,378 | 0.59 | 110,898 | 0.16 |
+-------------+------------+-------+-----------+---------+-----------+----------+
| 10 | 64,782,710 | 96.10 | 211,635 | 0.31 | 2,417,243 | 3.59 |
+-------------+------------+-------+-----------+---------+-----------+----------+
| 11 | 64,778,265 | 96.09 | 2,563,643 | 3.80 | 69,857 | 0.10 |
+-------------+------------+-------+-----------+---------+-----------+----------+
| | | | | | | |
+-------------+------------+-------+-----------+---------+-----------+----------+
Copies of the resolutions passed as Special Resolutions will be submitted to the
UKLA for publication through its Document Viewing Facility, which is situated at
:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
For further information please contact:
Trafficmaster Plc01234 759 300
Tim Coleman, Finance Director
Canaccord Genuity Limited
(Financial and Rule 3 Adviser to Trafficmaster)
Rory O'Sullivan 00
44 207 050 6500
Simon Bridges
Henry Fitzgerald O'Connor
City Profile
0044 20 7448 3244
(PR Adviser to Trafficmaster)
Simon Courtenay
The Trafficmaster Directors accept responsibility for the information contained
in this announcement other than that information for which responsibility is
taken by the Independent Directors. To the best of the knowledge and belief of
the Trafficmaster Directors (who have taken all reasonable care to ensure that
such is the case) the information contained in this announcement for which they
accept responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This announcement is not intended to, and does not, constitute or form part of
any offer to sell or an invitation to purchase any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Proposals on otherwise. The Proposals are made solely through the Scheme
Circular, which contains the full terms and conditions of the Proposals,
including details of how to vote in respect of the Proposals. Any acceptance or
other response to the Proposals should be made only on the basis of the
information in the Scheme Circular. Trafficmaster Shareholders are advised to
read carefully the formal documentation in relation to the Scheme which was
despatched on 11 June 2010.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction outside the UK should inform themselves about, and observe any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside England.
Copies of this announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving this announcement
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
If the acquisition of Trafficmaster is implemented by way of a Takeover Offer
(unless otherwise determined by Vector and permitted by applicable law and
regulation), such offer may not be made, directly or indirectly, in or into or
by the use of the mails of, or by any other means or instrumentality (including,
without limitation, electronic mail, facsimile transmission, telex, telephone,
internet or other forms of electronic communication) of interstate or foreign
commerce of, or any facility of a national state or securities exchange of any
Restricted Jurisdiction and such offer may not be capable of acceptance by any
such use, means, instrumentality or facility.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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