NDS Shareholders Approve Proposed Transaction to Take NDS Private
January 13 2009 - 9:35AM
Business Wire
NDS Group plc (�NDS�) today announced that at the
shareholder meeting convened by the High Court of Justice in
England and Wales and at the subsequent Extraordinary General
Meeting, both of which took place today, the shareholders of NDS
approved the proposed scheme of arrangement pursuant to which all
of the issued and outstanding NDS A ordinary shares would be
cancelled, and approximately 67% of the issued and outstanding NDS
B ordinary shares (held by News Corporation) would be cancelled, in
each case, for per share consideration of $63.00 in cash.
Additional NDS B ordinary shares will then be issued to two newly
incorporated subsidiaries of funds advised by Permira Advisers LLP
(the �Newcos�). If the proposed transaction is consummated,
News Corporation and the Newcos would own approximately 49% and 51%
of NDS, respectively, in each case subject to dilution by shares to
be subscribed for by members of management and shares to be issued
as part of the option scheme to be established by NDS following the
proposed scheme of arrangement becoming effective.
The Court Meeting
At the Court Meeting, approximately 47% of the A ordinary shares
of NDS was represented and the votes were as follows:
� � � For � � � % of Total � � � Against � � � % of Total � �
Number of votes 7,727,427 99.98% 1,325 0.02% Number of voters 43
97.73% 1 2.27%
The Extraordinary General Meeting
At the Extraordinary General Meeting, approximately 98.01% of
the issued ordinary share capital of NDS was represented and the
votes approving the special resolution relating to the scheme of
arrangement, the related reductions of capital, the amendments to
NDS�s articles of association and certain other related
arrangements as detailed in the scheme document were as
follows:
� � � For � � � % of Total � � � Against � � � % of Total � � �
Abstain � � � % of Total � � Number of votes 427,736,645 100.00%
1,644
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