CONTENTFILM 
By Date: 5 July 2012
On behalf of: Content Media Corporation PLC ('the Company')
Content Media Corporation PLC
Result of Shareholder Meetings
Content Media Corporation PLC is pleased to announced that at the Class Meeting of the Preference Shareholders and the General Meeting, both of which were held earlier today, all resolutions were duly passed.
As a result of all these resolutions being passed, the Company's Shareholders have approved the following Proposals which were set out in the Circular which was posted to Shareholders on 14 June 2012:
· the conversion of each of the 34,840,262 Preference Shares in issue into 5 new ordinary shares of 1p ("Existing Ordinary Shares") ("Conversion");
· a bonus issue of 2,619,362 new Existing Ordinary Shares to the Preference Shareholders pro rata to their holdings of Preference Shares ("Bonus Issue");
· the subdivision of each Existing Ordinary Share, including the Existing Ordinary Shares arising pursuant to the Conversion and the Bonus Issue, into one ordinary share of 1/13p each and one deferred share of 12/13p. The ordinary shares of 1/13p will then be consolidated into New Ordinary Shares on the basis of 1,300 ordinary shares of 1/13p for one new ordinary share of £1 each ("New Ordinary Shares");
· the cancellation of the Company's admission to trading on AIM;
· the re-registration of the Company as a private limited company and the adoption of new articles of association;
· the approval from Independent Shareholders for a waiver granted by the Panel (being the Waiver); of the obligations under Rule 9 of the Takeover Code which would otherwise apply to the members of the Concert Party as a result of their acquiring new Existing Ordinary Shares pursuant to the Conversion and the Bonus Issue; and
· the granting to the Directors of authorities to issue shares other than pro ratato existing shareholdings.
Directors' and other Shareholdings
Following the approval of the Proposals and the Share Capital Reorganisation, the Company's directors, (other than Franz von Auersperg who is a member of the Concert Party) and the members of the Concert Party will be interested in the Ordinary Shares of the Company as set out below:
Directors:
Number of Existing Ordinary Shares | Percentage of voting rights | Number of Preference Shares | Shares to be issued pursuant to the Conversion and Bonus Issue | Number of New Ordinary Shares following completion of the Proposals | Percentage of voting rights following Completion of the Proposals | |
Huw Davies | 100,000 | 0.1% | 0 | 0 | 76 | 0.0% |
John Schmidt | 3,965,384 | 2.2% | 6,367,690 | 32,317,186 | 27,909 | 10.3% |
Geoff Webb | 2,507,090 | 1.4% | 0 | 0 | 1,928 | 0.7% |
Kerry McCluggage | 12,430,688 | 7.0% | 0 | 0 | 9,562 | 3.5% |
Concert Party:
Number of Existing Ordinary Shares at the date of the document | Percentage of voting rights | Existing Ordinary Shares issued pursuant to the Bonus Issue and Conversion | Number of Existing Ordinary Shares following the Bonus Issue and Conversion | Number of New Ordinary Shares following completion of the Proposals | Percentage of voting rights | |
Syntek | 56,489,686 | 31.9% | 0 | 56,489,686 | 43,453 | 16.0% |
Golden.e | 4,330,454 | 2.4% | 76,532,633 | 80,863,087 | 62,202 | 22.9% |
Franz von Auersperg | 309,318 | 0.2% | 11,983,870 | 12,293,188 | 9,450 | 3.5% |
Christoph Schoeller | 4,639,773 | 2.6% | 12,072,381 | 16,712,154 | 12,855 | 4.7% |
Martin Schoeller | 0 | 0.0% | 3,806,386 | 3,806,386 | 2,927 | 1.1% |
Total | 65,769,231 | 37.2% | 104,395,270 | 170,164,501 | 130,893 | 48.1% |
Delisting from AIM
As a result of the proposal to re-register the Company as a private limited company being approved the Company will now proceed with its plans to cancel its AIM admission. The Company's last day of trading on AIM will be Thursday 12 July 2012 and its admission to trading on AIM will be cancelled at 7am on 13 July 2012.
The Conversion, Bonus Issue and Share Capital Reorganisation will take effect following the cancellation of the Company's admission to AIM.
Definitions
Capitalised terms used, but not defined in this announcement shall have the meanings as given to them in the announcement and circular to Shareholders which was published by the Company on 14 June 2012.
A copy of the Circular is available on the Company's website,http://www.contentmediacorp.com/ .
- Ends -
Enquiries:
John Schmidt/Geoff Webb | www.contentmediacorp.com |
Content Media Corporation PLC | Tel:020 7851 6500 |
Colin Aaronson/David Hignell | |
Grant Thornton Corporate Finance | Tel: 020 7383 5100 |
This information is provided by RNS
RNS news service provided by Hemscott Group Limited.
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