|The Board of Carlton Communications Plc announces that at the Carlton Ordinary Shareholder Court Meeting and the Carlton Extraordinary General Meeting held earlier today, both of the resolutions approving the merger with Granada plc were duly passed.All of the resolutions proposed at the EGM to approve the ITV plc employee share plans were also duly passed.The results of the poll on the resolution to approve the Carlton Ordinary Shareholder Scheme held at the Carlton Ordinary Shareholder Court Meeting were 402,315,704 shares for the resolution (representing 99.99% of shares voted) and 29,986 shares against the resolution (representing 0.01% of shares voted). The votes for the resolution were cast by 1,823 shareholders representing 98.27% in number of those voting.At the Carlton Preference Shareholder Court Meeting also held earlier today, a resolution was proposed to approve the cancellation of Carlton’s 6.5p Convertible Preference Shares in consideration of the payment in cash by ITV plc of 102 pence per share (plus accrued dividend). The merger is not conditional on the passing of this resolution. The resolution required approval by a simple majority in number representing three-fourths in value of those Carlton Preference Shareholders present and voting in person or by proxy, and was not passed. The results of the poll on the resolution were 37,767,160 shares for the resolution (representing 56.04% of shares voted) and 29,622,383 shares against the resolution (representing 43.96% of shares voted). The votes for the resolution were cast by 406 shareholders representing 78.23% in number of those voting. Carlton Preference Shareholders will therefore continue to hold their Carlton Preference Shares following completion of the merger.The merger remains subject, amongst other things, to approval by Granada plc shareholders at meetings to be held later today and to the sanction of the High Court (expected on 30 January 2004). It is expected that the merger will become effective and trading in shares in ITV plc will commence on 2 February 2004.
DISCLOSURE NOTICE: The information contained in this press release is as of 13 January 2004. Carlton assumes no obligation to update any forward-looking statements contained in this press release as a result of new information for future events or developments.
In order to utilise the “Safe Harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, Carlton is providing the following cautionary statement: This document contains certain statements that are or may be forward-looking with respect to the expected timing and completion of the merger between Carlton and Granada. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, statements made elsewhere in the press release, as well as material changes in tax laws and regulations and the ability of Granada and Carlton to obtain Court sanctioning of the schemes without unforeseen delay.
RESULT OF SHAREHOLDER MEETINGS
Posted by admin on February 21st, 2012