TIDMETO
RNS Number : 2984Q
Entertainment One Ltd
17 October 2019
Date: 17 October 2019
On behalf of: Entertainment One Ltd. ('the Company')
Embargoed until: Immediate Release
Entertainment One Ltd.
RESULTS OF ANNUAL GENERAL AND SPECIAL MEETING OF
SHAREHOLDERS
The Company confirms that all of the resolutions proposed at the
Annual General and Special Meeting of shareholders held on 17
October 2019 were approved. Proxies were validly received in
respect of 378,036,798 common shares, representing approximately
76% of the outstanding common shares in the Company.
More than 99.9% of the votes cast, in person or by proxy, were
in favour of the previously-announced plan of arrangement under the
Canada Business Corporations Act pursuant to which an affiliate of
Hasbro, Inc. will acquire all of the outstanding common shares of
Entertainment One for GBP5.60 per Share in cash for an aggregate
value of approximately GBP3.3 billion or US$4.0 billion.
The transaction remains subject to receipt of certain regulatory
approvals and other customary closing conditions including a final
order of the Ontario Superior Court of Justice to approve the
transaction. The transaction has received several regulatory
approvals so far, including early termination of the waiting period
under the Hart Scott Rodino Antitrust Improvements Act in the U.S.
and antitrust approval in Germany. The transaction is expected to
close during the fourth quarter of 2019.
The results of the proxy voting on each resolution were as
follows:
Resolution For Discretion Against Withheld
# of votes % of # of votes % of # of votes % of # of votes
cast votes cast votes cast votes cast
cast cast cast
------------ ------- ----------- ------- ------------ ------- -----------
1 376,086,438 99.97 14,974 0.01 58,492 0.02 1,876,894
------------ ------- ----------- ------- ------------ ------- -----------
2 347,585,694 94.1 14,974 0.01 21,751,132 5.89 8,462,189
------------ ------- ----------- ------- ------------ ------- -----------
3 225,897,159 61.56 14,974 0.01 140,994,035 38.43 10,907,822
------------ ------- ----------- ------- ------------ ------- -----------
4 341,738,107 92.85 14,974 0.01 26,290,384 7.14 9,770,524
------------ ------- ----------- ------- ------------ ------- -----------
5 368,357,979 99.64 14,974 0.01 1,299,049 0.35 8,141,988
------------ ------- ----------- ------- ------------ ------- -----------
6 367,359,421 99.37 14,974 0.01 2,297,607 0.62 8,141,988
------------ ------- ----------- ------- ------------ ------- -----------
7 341,589,940 92.78 14,974 0.01 26,524,184 7.21 9,684,891
------------ ------- ----------- ------- ------------ ------- -----------
8 240,360,635 68.97 14,974 0.01 108,076,121 31.02 29,362,260
------------ ------- ----------- ------- ------------ ------- -----------
9 344,214,735 93.11 14,974 0.01 25,442,293 6.88 8,141,988
------------ ------- ----------- ------- ------------ ------- -----------
10 344,888,900 93.68 14,974 0.01 23,225,224 6.31 9,684,891
------------ ------- ----------- ------- ------------ ------- -----------
11 368,650,789 99.72 14,974 0.01 1,006,238 0.27 8,141,988
------------ ------- ----------- ------- ------------ ------- -----------
12 355,012,365 96.03 14,974 0.01 14,644,663 3.96 8,141,988
------------ ------- ----------- ------- ------------ ------- -----------
13 368,029,681 99.97 14,974 0.01 86,943 0.02 9,682,391
------------ ------- ----------- ------- ------------ ------- -----------
14 369,421,364 99.93 14,974 0.01 238,164 0.06 8,139,488
------------ ------- ----------- ------- ------------ ------- -----------
15 324,636,015 87.81 14,974 0.01 45,023,513 12.18 8,139,488
------------ ------- ----------- ------- ------------ ------- -----------
16 366,837,775 99.73 14,974 0.01 961,553 0.26 9,999,688
------------ ------- ----------- ------- ------------ ------- -----------
17 349,217,010 94.46 14,974 0.01 20,442,517 5.53 8,139,488
------------ ------- ----------- ------- ------------ ------- -----------
18 367,835,451 99.56 14,974 0.01 1,597,587 0.43 8,365,977
------------ ------- ----------- ------- ------------ ------- -----------
19 362,633,877 98.09 31,253 0.01 7,006,872 1.9 8,141,988
------------ ------- ----------- ------- ------------ ------- -----------
20 362,633,877 98.09 31,253 0.01 7,006,872 1.9 8,141,988
------------ ------- ----------- ------- ------------ ------- -----------
A vote "Withheld" is not a vote in law and is not counted in the
votes "For" and "Against" a resolution. Resolutions 1 and 16 to 19
were special resolutions. Resolutions 2 to 15 and 20 were ordinary
resolutions.
The Company has continued to undertake an engagement programme
with a number of significant shareholders to seek their feedback.
As part of this programme, the Company contacted shareholders with
a greater than 2% holding at the end of 2018 who voted at the 2018
Annual General Meeting, as well as new significant shareholders
with a greater than 2% holding who were not on the share register
at the time of the 2018 Annual General Meeting.
This engagement programme was led by Mark Opzoomer in his
capacity as the Company's Senior Independent Director and
specifically targeted shareholders' stewardship teams, providing an
additional touchpoint to the Company's usual investment
contacts.
The programme is now completed and the Board is considering the
valuable feedback received from shareholders, together with the
additional feedback provided through the voting response at the
2019 Annual General and Special Meeting.
A copy of the resolutions has been submitted to the National
Storage Mechanism.
Enquiries:
Alma PR Rebecca Sanders-Hewett +44(0)20 3405 0205
Entertainment One
Ltd. Patrick Yau +44(0)20 3714 7931
IMPORTANT NOTICE
Not for release, publication or distribution in, into or from
any jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction.
Forward-Looking Statements
Certain statements in this announcement contain "forward-looking
statements" with respect to Entertainment One within the meaning of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements may be accompanied by such words as
"anticipate," "believe," "could," "estimate," "expect," "forecast,"
"intend," "may," "plan," "potential," "project," "target," "will"
and other words and terms of similar meaning. Among other things,
these forward-looking statements include expectations concerning
the proposed acquisition of Entertainment One and the expected
timetable for completing the acquisition. Entertainment One's
actual actions or results may differ materially from those expected
or anticipated in the forward-looking statements due to both known
and unknown risks and uncertainties. The statements contained
herein are based on Entertainment One's current beliefs and
expectations and speak only as of the date of this announcement.
Except as may be required by law, Entertainment One does not
undertake any obligation to make any revisions to the
forward-looking statements contained in this announcement or to
update them to reflect events or circumstances occurring after the
date of this announcement. You should not place undue reliance on
forward-looking statements.
No offer or solicitation
This announcement is provided for informational purposes only
and does not constitute an offer to sell, or an invitation to
subscribe for, purchase or exchange, any securities or the
solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance, exchange or transfer of the securities
referred to in this announcement in any jurisdiction in
contravention of applicable law.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
RAGCKODPPBDDCKD
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