Result of EGM&Directors' Deal
October 19 2007 - 9:59AM
UK Regulatory
RNS Number:0444G
Principle Capital Holdings S.A.
19 October 2007
19 October 2007
Principle Capital Holdings S.A.
(the "Company" or "Principle Capital")
Result of EGM and Directors' Dealings
The Board of Principle Capital is pleased to announce that at the Extraordinary
General Meeting of the Company held at 6 rue Adolphe Fischer, L-1520 Luxembourg
at 10:00 a.m. CET today, the resolutions outlined in the circular to
shareholders dated 27 September 2007 (the "Circular") were duly passed, with
approximately 66 per cent. of the Company's issued share capital voted, all of
which was voted in favour of the six resolutions.
Shareholders approved the Board's recommended offer for the minority shares of
Principle Capital Partners Limited that it does not already own and the proposed
acquisition of Silex Holdings Limited (the "Offer").
The votes cast were cast as follows:
Resolution For Against Abstain
1. To approve the purchase by the Company
of the 3,000 PCP Minority Shares and the
100 Silex Shares. 5,961,841 0 0
2. To increase the authorised share capital
of the Company. 5,961,841 0 0
3. To reserve 812,490 Company Shares for
issue in accordance with the Company's
stock option arrangements. 5,961,841 0 0
4. To renew the authorisation of the
Directors to issue further Company
Shares. 5,961,841 0 0
5. To amend the Articles of Incorporation
of the Company. 5,961,841 0 0
6. To reflect the amendments to the Articles
of Incorporation of the Company in the
French text of the same as required. 5,961,841 0 0
Application has been made for 7,250,000 new ordinary shares of #1 each (the "New
Shares") to be admitted to trading on AIM and dealings are expected to commence
on 22 October 2007.
The New Shares will rank pari passu with the existing ordinary share capital of
the Company and have been allotted and issued credited as fully paid.
Following admission, the total issued share capital of the Company will be
16,249,806 ordinary shares of #1 each.
As a result of the Offer, the beneficial shareholdings of the Founding Partners
are as follows:
Number of Percentage of
Ordinary Shares issued Ordinary
held Shares held
Concerto Capital Corporation Limited* 5,650,237 34.77%
Brian Padgett+ 985,000 6.06%
Leonard O'Brien+ 985,000 6.06%
James Peggie 745,000 4.58%
David Cooley 720,000 4.43%
George May 720,000 4.43%
TOTAL 9,805,237 60.34%
* The entire issued share capital of Concerto Capital Corporation Limited is
owned by the Nicholas Trust. Brian Myerson and certain members of his
family are potential beneficiaries of the Nicholas Trust.
+ 625,000 of the 985,000 Ordinary Shares held by each of Brian Padgett and
Leonard O'Brien, being the consideration shares for the Company's
acquisition of Silex Holdings Limited, are registered in the name of
Gristel Holdings Limited and Valira Holdings Limited respectively.
Commenting on today's announcement, Brian Myerson, CEO of Principle Capital,
said:
"We are delighted that the Company's shareholders supported the acquisition of
the remaining minority shares in Principle Capital Partners and the acquisition
of Silex. Acquiring the minority shares in Principle Capital Partners, we
believe, improves the transparency of the business and enables us to align the
interests of management and shareholders more closely, helping us to achieve a
fuller valuation of the Company.
Silex is a high margin fund and trust administration business and will increase
our recurring fee income substantially."
Defined terms used in this announcement are as used in the Circular, which set
out the background to the acquisition of the minority shares of Principle
Capital Partners Limited that the Company did not already own and the proposed
acquisition of Silex Holdings Limited.
The Circular is available on the Company's website at www.principlecapital.com
For further information, please contact:
Principle Capital
Anne Dalen 020 7240 3222
Bell Pottinger
Dan de Belder 020 7861 3232
Landsbanki Securities (UK) Limited (NOMAD to the 020 7426 9000
Company)
Mark Dickenson / Tom Hulme
This information is provided by RNS
The company news service from the London Stock Exchange
END
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