TMN Tmn

 

TIDMTMN 
 
RNS Number : 4264U 
TMN Group PLC 
24 June 2009 
 

24 June 2009 
TMN Group plc 
 
 
 
 Announcement of results of Extraordinary General Meeting ("EGM") 
 
 
TMN Group plc ("TMN Group" or "the Company"), one of the UK's leading online 
digital marketing organisations, is pleased to announce that the 
resolutions relating to the proposed acquisition of the entire issued share 
capital of Progressive Digital Media Group Limited ("Progressive") (the 
"Acquisition") through the issue of 291,942,672 new Ordinary Shares to Michael 
Danson, Progressive's sole shareholder and a non-executive director of TMN 
Group, were approved by the Company's shareholders at the EGM held earlier 
today. 
 
 
The Acquisition is expected to complete tomorrow, 25 June 2009, when the new 
Ordinary Shares are expected to be admitted to trading on AIM. It is intended 
that the Company's name will be changed to Progressive Digital Media Group plc 
before admission to trading on AIM. 
 
 
Unless, otherwise defined, all capitalised terms used have the same meaning 
given to them as defined in the Re-Admission Document sent to the Company's 
shareholders on 5 June 2009.Details of the resolutions are set out in the Notice 
of EGM included within the Re-Admission Document. 
 
 
The following is a summary of the resolutions which were duly passed: 
 
 
1.         the approval of the Independent Shareholders for the Whitewash 
Resolution concerning the waiver of obligations under Rule 9 of the City Code. 
 
2.         the approval of Existing Shareholders in accordance with the AIM 
Rules for Companies, as the Acquisition constitutes a "reverse takeover" for the 
Company. 
 
3.         the approval of the substantial property transaction with Michael 
Danson, one of the Directors as part of the Acquisition in compliance with the 
Companies Act 2006. 
 
4.         authorising the Directors to increase the authorised share capital of 
the Company from GBP110,000 to GBP200,000 by the creation of 900,000,000 
Ordinary Shares. 
 
5.         authorising the Directors to allot the Consideration Shares and 
otherwise to allot relevant securities (as defined in Section 80 of the 1985 
Act) up to an aggregate nominal amount of GBP12,318 conditional on the passing 
of the above Resolutions. 
 
 
6.         empowering the Directors, pursuant to section 95 of the 1985 Act, to 
disapply the statutory pre-emption rights of the Shareholders in respect of 
pre-emptive offerings to Shareholders and to otherwise allot equity securities 
(as defined in the 1985 Act) for cash on a non pre-emptive basis up to an 
aggregate nominal amount of GBP1,847 conditional on the passing of the above 
Resolutions. 
 
7.         the approval to change the name of the Company to Progressive Digital 
Media Group plc. 

It is expected that the Enlarged Share Capital will be admitted to trading and 
dealings commence on 25 June 2009. The new ordinary shares will rank pari passu 
with TMN Group's existing ordinary shares in issue. Following admission of these 
shares to trading, TMN Group will have 369,547,686 ordinary shares in issue and 
admitted to trading. 
 
 
 
 
Enquiries: 
 
 
TMN Group plc 
                                       +44 (0) 16 8989 9210 
Peter Harkness 
 
 
Investec Investment Banking+44 (0) 20 7597 5970 
Erik Anderson / David Flin / Avital Lobel 
 
 
Hudson Sandler 
                                      +44 (0) 207 796 4133 
Nick Lyon / James White 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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