NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
PERFORM Group plc
Result of General Meeting
On 16 May PERFORM Group plc ("Perform") announced the Proposed Acquisition of RunningBall Holding AG ("RunningBall") to be effected through the acquisition by a wholly-owned subsidiary of Perform of RunningBall's two immediate holding companies conditional on Perform shareholder approval and admission of the Consideration Shares to listing on the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities ("Admission").
The Board of Perform announces that, at the General Meeting held earlier today, the resolutions considered in connection with the Proposed Acquisition of RunningBall were duly passed as follows:
|
Resolution |
Total votes validly cast |
Percentage of relevant shares in issue (%) |
For/Discretion (Number of votes) |
Against (Number of votes) |
Abstentions (Number of votes) |
|
Ordinary Resolutions
|
|
|
|
|
|
|
1. To approve the Proposed Acquisition
|
200,372,119 |
88.52% |
199,503,364 |
0 |
868,755 |
|
2. To grant the Directors authority to allot shares
|
200,372,119 |
88.56% |
199,599,619 |
0 |
772,500 |
|
Special Resolution
|
|
|
|
|
|
|
3. To grant the Directors authority to disapply pre-emption rights
|
200,372,119 |
88.56% |
197,934,119 |
1,665,500 |
772,500 |
As a result, the Proposed Acquisition has now completed subject only to Admission. Application has been made to the Financial Services Authority and to the London Stock Exchange for 13,506,045 Ordinary shares of 2 7/9p each to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities. Dealings are expected to commence at 8am on 1 June 2012.
Terms defined in the circular posted to Perform shareholders on 16 May 2012 have the same meaning in this announcement unless the context requires otherwise.
The number of ordinary shares in issue as at the date of the General Meeting was 225,376,072. Following the allotment and issue and Admission of the Consideration Shares, the number of ordinary shares in issue will be 238,882,117.
A copy of the resolutions passed as special business at the General Meeting is being submitted to the UK Listing Authority and will shortly be available for inspection at the National Storage Mechanism document viewing facility, which is situated at: http://www.hemscott.com/nsm.
David Surtees
Company Secretary
PERFORM Group plc
This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. In particular, this announcement is not an offer of, or solicitation of an offer to purchase, securities in the United States and the Consideration Shares issued in connection with the Proposed Acquisition, have not been, and will not be, registered under the US Securities Act or under the securities laws of any state, district or other jurisdiction of the United States, Australia, Canada or Japan and no regulatory clearance in respect of the Consideration Shares has been, or will be, applied for in any jurisdiction other than the UK.
