RNS Number:3553X
MyTravel Group plc
29 May 2007
29 May 2007
MyTravel Group plc
Approval of resolutions
The Board of MyTravel Group plc (the "Company") announces that at the Court
Meeting, Extraordinary General Meeting and Annual General Meeting held today all
the resolutions contained in the relevant notices of meeting were passed by the
requisite majorities.
Accordingly, the merger of the Company and Thomas Cook AG to form Thomas Cook
Group plc has now been approved by MyTravel shareholders. Subject to the Court
sanctioning the Scheme, and confirming the associated reduction of capital, and
the satisfaction or waiver of certain other outstanding conditions, completion
of the merger and the listing of the Thomas Cook Group plc shares are expected
to occur on 19 June 2007.
The resolution proposed at the Court Meeting to approve the Scheme was passed on
a poll of holders of the Scheme shares. The result of the poll was as follows:
To approve the Scheme:
Number of % of Scheme % of issued Number of Scheme % of Scheme
Scheme shares shares Scheme shareholders shareholders
voted voted shares voting voting
For 316,063,897 99.90% 68.24% 2,390 96.14%
Against 317,104 0.10% 0.07% 96 3.86%
The Extraordinary General Meeting was held to consider resolutions to approve
(1) the Scheme, (2) the proposed waiver of Rule 9 of the Takeover Code and (3)
the proposed amendment of the Management Incentive Plan. Resolutions (1) and (3)
were passed on a show of hands. Resolution (2) was passed on a poll of
independent shareholders. The result of the poll was as follows:
Number of MyTravel % of MyTravel Shares % of issued MyTravel
Shares voted voted Shares
For 309,200,225 98.69% 66.75%
Against 4,099,460 1.31% 0.89%
All resolutions proposed at the Annual General Meeting were passed on a show of
hands.
The proxy votes cast "for", "against" and "votes withheld" on the resolutions
were as follows (1):
Resolution Votes For Votes Votes Total Votes
(note) Against Withheld Cast
1. Report & Accounts 313,150,597 308,975 3,421 313,462,993
2. Remuneration report 304,795,146 1,031,291 7,636,556 313,462,993
3. Re-elect M Beckett 310,544,863 2,369,700 548,430 313,462,993
4. Re-elect D Allvey 307,093,667 6,355,680 13,646 313,462,993
5. Re-elect A Porter 311,078,698 2,370,299 13,996 313,462,993
6. Re-elect T Farmer 303,785,784 7,684,589 1,992,620 313,462,993
7. Re-appoint auditors 309,378,813 698,810 3,385,370 313,462,993
The number of MyTravel Shares in issue at 10.00 am on Tuesday, 29 May 2007 was
463,157,278. No MyTravel Shares were held in Treasury.
Terms defined in the Scheme Document sent to MyTravel shareholders on 4 May 2007
have the same meanings when used in this announcement.
(1) Note: The "For" vote includes those giving the Chairman discretion. A 'vote
withheld' is not a vote in law and is not counted in the calculation of the
proportion of the votes for and against the resolution or the total votes cast.
Ends
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