TIDMPRO
RNS Number : 3364M
Progressive Digital Media Group PLC
19 January 2016
19 January 2016
For immediate release
Progressive Digital Media Group Plc
Result of General Meeting
Update on Proposals
On 23 December 2015, Progressive Digital Media Group Plc
(AIM:PRO) ("Progressive", the "Company" and, together with its
subsidiary undertakings, the "Group") announced that it had
conditionally agreed to acquire the entire issued share capital of
healthcare business information provider, GlobalData Holding
Limited, a company owned by Mike Danson and Wayne Lloyd (and his
connected parties)(the "Vendors") (the "Acquisition"), in
consideration for the issue by the Company of an aggregate
26,078,431 new Ordinary Shares.
At the same time, the Company announced that its subsidiary,
PDMH, had also conditionally agreed to dispose of the entire issued
share capital of PTML (a company which holds Progressive's non-core
B2B assets) to Research Views Limited, a company also controlled by
the Vendors, for a consideration of GBP1, together with the
indirect assumption by the Company of an inter-company loan of
GBP4.5 million owing by PTML to PDMH pursuant to the terms of a
guaranteed loan agreement.
Completion of the Acquisition and the Disposal is conditional
upon, amongst other things, approval by Shareholders of the
Resolutions set out in the Notice of General Meeting.
The Company is pleased to announce that all of the Resolutions
were passed unanimously on a show of hands at the General Meeting
which took place earlier today.
The proxy voting results for the Resolutions were as
follows:
Resolution 1: ordinary resolution to approve the Acquisition
Agreement
Number of Ordinary Percentage of
Shares voted Ordinary Shares
voted
------------- ------------------- -----------------
For 68,739,968 100
------------- ------------------- -----------------
Against Nil Nil
------------- ------------------- -----------------
Withheld 885 Nil
------------- ------------------- -----------------
Total votes
cast 68,739,968
------------- ------------------- -----------------
Resolution 2: ordinary resolution to approve the Disposal
Agreement
Number of Ordinary Percentage of
Shares voted Ordinary Shares
voted
------------- ------------------- -----------------
For 68,736,328 100
------------- ------------------- -----------------
Against Nil Nil
------------- ------------------- -----------------
Withheld 4,525 Nil
------------- ------------------- -----------------
Total votes
cast 68,736,328
------------- ------------------- -----------------
Resolution 3: ordinary resolution to authorise the directors to
allot relevant securities
Number of Ordinary Percentage of
Shares voted Ordinary Shares
voted
------------- ------------------- -----------------
For 68,736,328 100
------------- ------------------- -----------------
Against Nil Nil
------------- ------------------- -----------------
Withheld 4,525 Nil
------------- ------------------- -----------------
Total votes
cast 68,736,328
------------- ------------------- -----------------
A vote withheld is not a vote in law and does not count in the
total of votes cast.
Any proxy appointments which gave discretion to the chairman of
the meeting have been included in the 'For' total.
The issued share capital of the Company eligible to vote on the
Resolutions is 76,267,991 Ordinary Shares of one penny each.
Completion of the Acquisition and the Disposal remains
conditional upon the completion of the GD Re-organisation and the
PDM Re-organisation and Admission. It is expected that the GD
Re-organisation and the PDM Re-organisation will both be completed
on or before 22 January 2016.
Application has been made to the London Stock Exchange for the
26,078,431 new Ordinary Shares to be admitted to trading on AIM. It
is expected that Admission will become effective and dealings in
the new Ordinary Shares on AIM will commence at 8.00 a.m. on 25
January 2016. On Admission, the Acquisition and the Disposal will
be automatically completed.
Changes to the Board and the Group's management team
With effect from Completion, the following changes to the Board
and senior management team of the Group will take effect:
-- Bernard Cragg, currently the senior non-executive director of
the Company, will be appointed as chairman of the Company;
-- Michael Danson, currently executive chairman of the Company,
will be appointed as chief executive officer, taking over direct
day-to-day management of the Group; and
-- Simon Pyper, currently chief executive officer of the
Company, will be appointed chief financial officer of the
Group.
Changes to the chairman of the Company's audit and remuneration
committees will be announced at a later date.
On Completion, Wayne Lloyd, currently chief executive officer of
GlobalData, will join the Group's senior management team as
managing director of the Group's US operations with specific
responsibility for GlobalData's healthcare business.
Total Voting Rights
Following Admission, the Company will have 102,346,422 Ordinary
Shares in issue. The Company does not hold any Ordinary Shares in
treasury. Therefore the total number of voting rights in the
Company will be 102,346,422.
Name change and change of website
On Admission, the Company's name will change to GlobalData plc
and it will trade on AIM under its new name with its tradable
instrument display mnemonic (TIDM) changing from "PRO" to
"DATA".
The Company's website address will also change within three
business days following the Admission date to
www.globaldata.com.
Capitalised terms used but not defined in this announcement have
the meanings set out in the circular dated 23 December 2015. Any
changes to the expected date of Completion and Admission will be
notified by the Company through a further announcement.
Progressive Digital Media Group
Plc 0207 936 6400
Bernard Cragg, Chairman of the
Independent Committee
Mike Danson, Executive Chairman
Simon Pyper, Chief Executive
N+1 Singer (Nominated Adviser
and Broker) 0207 496 3000
James Maxwell
James White
Hudson Sandler 0207 796 4133
Nick Lyon
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMLLFFVLTIALIR
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January 19, 2016 08:31 ET (13:31 GMT)
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