Results of AGM and Offer Update


 

TIDMTFC 
 
RNS Number : 3538O 
Trafficmaster PLC 
28 June 2010 
 

28 June 2010 
                                Trafficmaster Plc 
                       ("Trafficmaster" or the "Company") 
 
                      Result of Annual General Meeting and 
        Update on Recommended Cash Acquisition by Vector Capital Limited 
 
 
 
At today's Annual General Meeting, Alan McWalter, the Company's chairman made 
the following statement in connection with the recommended cash acquisition of 
the Company by Vector Capital Limited (the "Acquisition"): 
 
"In response to the article published in the Financial Times on Friday 25 June 
2010, the Company can confirm that since the announcement of the recommended 
cash acquisition by Vector Capital, made on 2 June 2010, neither the Company nor 
its advisers have received any approaches or held any discussions with a third 
party regarding a possible alternative offer for the Company. 
 
Additionally the Board noted certain factual inaccuracies of the Financial Times 
article and requested a formal correction. The Board are pleased to note that 
these inaccuracies have been corrected on the ft.com website. 
 
The Board has also been informed that RiskMetrics Group (formerly Institutional 
Shareholder Services or "ISS") is recommending that its clients vote in favour 
of the recommended acquisition of Trafficmaster Plc by Vector Capital Limited. 
RiskMetrics is a leading independent proxy voting and corporate governance 
advisory firm. They concluded that "Based on the terms of the transaction, 
particularly the valuation and premium offered, shareholders are recommended to 
vote FOR this proposal." 
 
Trafficmaster announces that all the resolutions proposed at its Annual General 
Meeting held today were passed by a show of hands .The results of the proxy 
votes are listed below: 
 
+-------------+------------+-------+-----------+---------+-----------+----------+ 
| Resolutions |      Votes | % For |     Votes |       % |     Votes |        % | 
|             |        For |       |   Against | Against |  Withheld | Withheld | 
|             |            |       |           |         |           |          | 
+-------------+------------+-------+-----------+---------+-----------+----------+ 
| Ordinary    |            |       |           |         |           |          | 
+-------------+------------+-------+-----------+---------+-----------+----------+ 
| 1           | 67,328,923 | 99.88 |    27,680 |    0.04 |    55,162 |     0.08 | 
+-------------+------------+-------+-----------+---------+-----------+----------+ 
| 2           | 64,651,765 | 95.91 | 2,661,815 |    3.95 |    98,185 |     0.15 | 
+-------------+------------+-------+-----------+---------+-----------+----------+ 
| 3           | 67,074,222 | 99.50 |   313,351 |    0.46 |    24,192 |     0.04 | 
+-------------+------------+-------+-----------+---------+-----------+----------+ 
| 4           | 67,074,642 | 99.50 |   313,880 |    0.47 |    23,243 |     0.03 | 
+-------------+------------+-------+-----------+---------+-----------+----------+ 
| 5           | 67,081,301 | 99.51 |   301,988 |    0.45 |    28,476 |     0.04 | 
+-------------+------------+-------+-----------+---------+-----------+----------+ 
| 6           | 67,298,649 | 99.83 |    60,746 |    0.09 |    52,370 |     0.08 | 
+-------------+------------+-------+-----------+---------+-----------+----------+ 
| 7           | 67,268,307 | 99.79 |    87,309 |    0.13 |    56,149 |     0.08 | 
+-------------+------------+-------+-----------+---------+-----------+----------+ 
| 8           | 66,961,929 | 99.33 |   359,725 |    0.53 |    90,111 |     0.13 | 
+-------------+------------+-------+-----------+---------+-----------+----------+ 
| Special     |            |       |           |         |           |          | 
+-------------+------------+-------+-----------+---------+-----------+----------+ 
| 9           | 66,901,489 | 99.24 |   399,378 |    0.59 |   110,898 |     0.16 | 
+-------------+------------+-------+-----------+---------+-----------+----------+ 
| 10          | 64,782,710 | 96.10 |   211,635 |    0.31 | 2,417,243 |     3.59 | 
+-------------+------------+-------+-----------+---------+-----------+----------+ 
| 11          | 64,778,265 | 96.09 | 2,563,643 |    3.80 |    69,857 |     0.10 | 
+-------------+------------+-------+-----------+---------+-----------+----------+ 
|             |            |       |           |         |           |          | 
+-------------+------------+-------+-----------+---------+-----------+----------+ 
 
 
 
Copies of the resolutions passed as Special Resolutions will be submitted to the 
UKLA for publication through its Document Viewing Facility, which is situated at 
: 
 
Financial Services Authority 
25 The North Colonnade 
Canary Wharf 
London 
E14 5HS 
 
 
For further information please contact: 
 
Trafficmaster Plc01234 759 300 
Tim Coleman, Finance Director 
 
Canaccord Genuity Limited 
(Financial and Rule 3 Adviser to Trafficmaster) 
Rory O'Sullivan                                                              00 
44 207 050 6500 
 Simon Bridges 
 Henry Fitzgerald O'Connor 
 
City Profile 
0044 20 7448 3244 
(PR Adviser to Trafficmaster) 
Simon Courtenay 
 
 
The Trafficmaster Directors accept responsibility for the information contained 
in this announcement other than that information for which responsibility is 
taken by the Independent Directors. To the best of the knowledge and belief of 
the Trafficmaster Directors (who have taken all reasonable care to ensure that 
such is the case) the information contained in this announcement for which they 
accept responsibility is in accordance with the facts and does not omit anything 
likely to affect the import of such information. 
 
This announcement is not intended to, and does not, constitute or form part of 
any offer to sell or an invitation to purchase any securities or the 
solicitation of any vote or approval in any jurisdiction pursuant to the 
Proposals on otherwise. The Proposals are made solely through the Scheme 
Circular, which contains the full terms and conditions of the Proposals, 
including details of how to vote in respect of the Proposals. Any acceptance or 
other response to the Proposals should be made only on the basis of the 
information in the Scheme Circular.  Trafficmaster Shareholders are advised to 
read carefully the formal documentation in relation to the Scheme which was 
despatched on 11 June 2010. 
 
The distribution of this announcement in jurisdictions other than the UK may be 
restricted by law and therefore any persons who are subject to the laws of any 
jurisdiction outside the UK should inform themselves about, and observe any 
applicable requirements. This announcement has been prepared for the purpose of 
complying with English law and the City Code and the information disclosed may 
not be the same as that which would have been disclosed if this announcement had 
been prepared in accordance with the laws of jurisdictions outside England. 
 
Copies of this announcement are not being, and must not be, directly or 
indirectly, mailed or otherwise forwarded, distributed or sent in or into or 
from any Restricted Jurisdiction and persons receiving this announcement 
(including custodians, nominees and trustees) must not mail or otherwise 
forward, distribute or send it in or into or from any Restricted Jurisdiction. 
If the acquisition of Trafficmaster is implemented by way of a Takeover Offer 
(unless otherwise determined by Vector and permitted by applicable law and 
regulation), such offer may not be made, directly or indirectly, in or into or 
by the use of the mails of, or by any other means or instrumentality (including, 
without limitation, electronic mail, facsimile transmission, telex, telephone, 
internet or other forms of electronic communication) of interstate or foreign 
commerce of, or any facility of a national state or securities exchange of any 
Restricted Jurisdiction and such offer may not be capable of acceptance by any 
such use, means, instrumentality or facility. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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