TIDMINM
RNS Number : 6215Z
Independent News & Media PLC
24 September 2009
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Independent News & Media PLC
Issue of Circular convening Requisitioned
Extraordinary General Meeting
Dublin/London - 24th September, 2009: Independent News & Media PLC ("INM" or
"the Company") announces that it has today issued a circular to shareholders
convening an extraordinary general meeting of the Company ("EGM") for 11.00 a.m.
on 3rd November, 2009 ("Circular"). This follows receipt of a valid requisition
notice from Merrion Stockbrokers on behalf of Mr. Denis O'Brien (previously
announced by INM on 2nd September 2009) seeking to convene a general meeting of
the Company and to consider a number of resolutions.
Two resolutions - relating to the Chairman and Senior Independent Director
respectively - are being put forward to shareholders ("Resolutions"). A third,
regarding INM Outdoor, will be the subject of a separate, dedicated EGM in
accordance with the requirements of the Listing Rules of the Irish Stock
Exchange and of the UK Listing Authority.
The remaining proposed resolutions ("Proposed Resolutions") are not being put
forward on the basis that, even if approved, these resolutions would have no
legal effect. Notwithstanding, for information only, the Circular contains a
number of observations of the Board on these proposals.
Recommendation to Reject Resolutions
The Circular contains a formal recommendation from the Board of INM that
Shareholders vote against the Resolutions.
The three Directors nominated to the Board by Mr. Denis O'Brien, being Messrs.
Paul Connolly and Leslie Buckley and Ms. Lucy Gaffney, have taken a dissenting
position with respect to the Resolutions, consistent with that of the
shareholder they represent. None of these three nominated Directors are
shareholders in INM.
The Board's recommendation is informed by its resolve to secure a consensual
deal in respect of its ongoing refinancing negotiations, which the Board
believes to be in the best interest of all Shareholders and other stakeholders,
and by its considered concern that the Proposed Resolutions:
* seek to overturn policies and strategies that the Board has formally, and in
many cases, unanimously agreed to;
* attempt to interfere with the Board's valid authority to conduct the normal
business of the INM Group;
* hinder the Company's efforts to reach a refinancing solution outside a court
administered process; and
* risk damaging the trading prospects, staff morale, reputation and ultimately,
the integral value of the INM Group.
A copy of the Circular is available for download on the Company's website:
www.inmplc.com.
A copy of the Circular, which is being posted to Shareholders in INM today, has
also been submitted to the Irish Stock Exchange and the UK Listing Authority,
and will shortly be available for inspection at the following locations:
1. Company Announcements Office,
Irish Stock Exchange,
28 Anglesea
Street,
Dublin 2,
Ireland.
Tel: + 353 1 6174200
Canary Wharf,
London E14 5HS,
United Kingdom.
Tel: + 44
207 066 1000.
For further information, please contact:
+------------------------+-------------+------------------------------+
| Media | Rory | Investors |
| Pat Walsh | Godson/Paul | and |
| Murray Consultants | Durman | Analysts |
| (Dublin) | Powerscourt | Mark |
| Tel: +353 1 498 0300 | (London) | Kenny/Jonathan |
| | Tel: +44 20 | Neilan |
| | 7250 1446 | K Capital |
| | | Source |
| | | (Dublin) |
| | | Tel: +353 1 |
| | | 663 3680 |
+------------------------+-------------+------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
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