TFC Trafficmaster

 

TIDMTFC 
 
RNS Number : 8384O 
Trafficmaster PLC 
05 July 2010 
 

 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF THAT JURISDICTION 
 
 
5 July 2010 
                                Trafficmaster Plc 
                       ("Trafficmaster" or the "Company") 
 
                      Result of Court and General Meeting 
 
 
On 2 June 2010, the Company announced a recommended cash offer by Vector Capital 
Limited for the entire issued and to be issued share capital of the Company, to 
be implemented by way of a scheme of arrangement (the "Scheme"). The Scheme 
Circular, containing the terms and conditions of the Scheme, was posted to 
Trafficmaster Shareholders on 11 June 2010. Unless otherwise stated, defined 
terms used in this announcement shall have the same meaning as those used in the 
Scheme Circular. 
 
The Company is now pleased to announce that at the Court Meeting and General 
Meeting held earlier today to approve the Scheme and associated matters, all 
resolutions were passed. 
At the Court Meeting, the required majority in number of those Scheme 
Shareholders present and voting, either in person or by proxy, representing 
approximately 51.36 per cent. in nominal value of all Scheme Shares in respect 
of which votes were cast, voted in favour of the Scheme.  The voting of those 
Scheme Shareholders who cast votes either in person or by proxy at the Court 
Meeting was as follows: 
+--------+--------------+-------------+--------------+-------------+--------------+-------------+ 
|        | Total Votes                | Votes for the              | Votes against              | 
|        |                            | Scheme                     | the Scheme                 | 
+--------+----------------------------+----------------------------+----------------------------+ 
|        | No.          | No. of      | No. of       | No. of      | No. of       | No. of      | 
|        | of           | Scheme      | Scheme       | Scheme      | Scheme       | Scheme      | 
|        | Scheme       | Shares      | Shareholders | Shares      | Shareholders | Shares      | 
|        | Shareholders | Represented | (and %)      | Represented | (and %)      | Represented | 
|        |              |             |              | (and %)     |              | (and %)     | 
+--------+--------------+-------------+--------------+-------------+--------------+-------------+ 
| Totals | 2,003        | 77,211,418  | 1,575        | 69,608,124  | 428          | 7,603,294   | 
| in     |              |             | (78.63%)     | (90.15%)    | (21.37%)     | (9.85%)     | 
| person |              |             |              |             |              |             | 
| and by |              |             |              |             |              |             | 
| proxy  |              |             |              |             |              |             | 
+--------+--------------+-------------+--------------+-------------+--------------+-------------+ 
At the General Meeting, the special resolution required to approve the Scheme 
and associated Reduction and the Ordinary Resolution to approve the Management 
Arrangements were both passed by way of a poll. The voting of those Scheme 
Shareholders who cast votes either in person or by proxy at the General Meeting 
was as follows: 
+-------------+------------+-------+-----------+---------+------------+ 
| Resolutions | Votes      | % For | Votes     | %       | Votes      | 
|             | For        |       | Against   | Against | Withheld   | 
+-------------+------------+-------+-----------+---------+------------+ 
| Special     |            |       |           |         |            | 
+-------------+------------+-------+-----------+---------+------------+ 
| 1           | 69,464,870 | 90.98 | 6,885,273 | 9.02    | 226,011    | 
+-------------+------------+-------+-----------+---------+------------+ 
| 2           | 69,489,697 | 91.13 | 6,765,948 | 8.87    | 320,457    | 
+-------------+------------+-------+-----------+---------+------------+ 
| Ordinary    |            |       |           |         |            | 
+-------------+------------+-------+-----------+---------+------------+ 
| 3           | 69,918,809 | 91.21 | 6,735,712 | 8.79    | 539,158    | 
+-------------+------------+-------+-----------+---------+------------+ 
 
In order to become effective in accordance with its terms, the Court must now 
sanction the Scheme at the Scheme Hearing on 26 July 2010 and confirm the 
Reduction at the Reduction Hearing on 28 July 2010. 
 
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 
Tony Eales, Chief Executive                                            0044 1234 
759300 
 Tim Coleman, Finance Director 
Canaccord Genuity Limited 
(Financial and Rule 3 Adviser to Trafficmaster) 
Rory O'Sullivan 
0044 207 050 6500 
 Simon Bridges 
 Henry Fitzgerald O'Connor 
City Profile 
(PR Adviser to Trafficmaster) 
Simon Courtenay                                                           0044 
207 448 3244 
 
The Acquisition relates to the shares of a United Kingdom public limited company 
and is proposed to be made by means of a scheme of arrangement under English 
company law and the City Code. The Scheme is not subject to the tender offer or 
proxy rules under the United States Securities Exchange Act of 1934, as amended. 
Accordingly, the Scheme is subject to the disclosure requirements, rules and 
practices applicable in schemes of arrangements in the United Kingdom, which 
differ from the requirements of United States tender offer and proxy rules. 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be restricted by the law of those 
jurisdictions and therefore any persons in such jurisdictions into whose 
possession this document comes should inform themselves about and observe any 
such restrictions.  Failure to comply with any such restrictions may constitute 
a violation of the securities laws of any such jurisdiction. 
Canaccord Genuity Limited is authorised and regulated in the United Kingdom by 
the FSA, is acting exclusively for Trafficmaster and for no one else in 
connection with the Acquisition and will not be responsible to anyone other than 
Trafficmaster for providing the protections afforded to clients of Canaccord 
Genuity Limited or for providing advice in relation to the Acquisition or any 
matter referred to herein. 
This announcement has been prepared for the purposes of complying with English 
law, the Listing Rules 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 laws and regulations of any jurisdiction 
outside the United Kingdom. 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 ROMKKPDBQBKDFOK 
 

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