Result of EGM
June 24 2009 - 5:59AM
UK Regulatory
TIDMTMN
RNS Number : 4264U
TMN Group PLC
24 June 2009
24 June 2009
TMN Group plc
Announcement of results of Extraordinary General Meeting ("EGM")
TMN Group plc ("TMN Group" or "the Company"), one of the UK's leading online
digital marketing organisations, is pleased to announce that the
resolutions relating to the proposed acquisition of the entire issued share
capital of Progressive Digital Media Group Limited ("Progressive") (the
"Acquisition") through the issue of 291,942,672 new Ordinary Shares to Michael
Danson, Progressive's sole shareholder and a non-executive director of TMN
Group, were approved by the Company's shareholders at the EGM held earlier
today.
The Acquisition is expected to complete tomorrow, 25 June 2009, when the new
Ordinary Shares are expected to be admitted to trading on AIM. It is intended
that the Company's name will be changed to Progressive Digital Media Group plc
before admission to trading on AIM.
Unless, otherwise defined, all capitalised terms used have the same meaning
given to them as defined in the Re-Admission Document sent to the Company's
shareholders on 5 June 2009.Details of the resolutions are set out in the Notice
of EGM included within the Re-Admission Document.
The following is a summary of the resolutions which were duly passed:
1. the approval of the Independent Shareholders for the Whitewash
Resolution concerning the waiver of obligations under Rule 9 of the City Code.
2. the approval of Existing Shareholders in accordance with the AIM
Rules for Companies, as the Acquisition constitutes a "reverse takeover" for the
Company.
3. the approval of the substantial property transaction with Michael
Danson, one of the Directors as part of the Acquisition in compliance with the
Companies Act 2006.
4. authorising the Directors to increase the authorised share capital of
the Company from GBP110,000 to GBP200,000 by the creation of 900,000,000
Ordinary Shares.
5. authorising the Directors to allot the Consideration Shares and
otherwise to allot relevant securities (as defined in Section 80 of the 1985
Act) up to an aggregate nominal amount of GBP12,318 conditional on the passing
of the above Resolutions.
6. empowering the Directors, pursuant to section 95 of the 1985 Act, to
disapply the statutory pre-emption rights of the Shareholders in respect of
pre-emptive offerings to Shareholders and to otherwise allot equity securities
(as defined in the 1985 Act) for cash on a non pre-emptive basis up to an
aggregate nominal amount of GBP1,847 conditional on the passing of the above
Resolutions.
7. the approval to change the name of the Company to Progressive Digital
Media Group plc.
It is expected that the Enlarged Share Capital will be admitted to trading and
dealings commence on 25 June 2009. The new ordinary shares will rank pari passu
with TMN Group's existing ordinary shares in issue. Following admission of these
shares to trading, TMN Group will have 369,547,686 ordinary shares in issue and
admitted to trading.
Enquiries:
TMN Group plc
+44 (0) 16 8989 9210
Peter Harkness
Investec Investment Banking+44 (0) 20 7597 5970
Erik Anderson / David Flin / Avital Lobel
Hudson Sandler
+44 (0) 207 796 4133
Nick Lyon / James White
This information is provided by RNS
The company news service from the London Stock Exchange
END
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