• Shareholders meeting approves resolutions relating to reduction and transfer from share premium account following “Scheme of Arrangement”.
• Shareholders meeting approves share/SDR buy back authority for Board of Directors.
• 100 per cent of votes cast in favour of both resolutions and votes cast represent 61.25 per cent of total issued share capital.
On 1 November 2006, the Scheme of Arrangement between the shareholders of the Company and the former holding company of the Unibet group became effective and Unibet Group plc, registered in Malta, became the new holding company of the Unibet group. As outlined in a circular relating to the Scheme of Arrangement dated 19 September 2006, and distributed to all shareholders/owners of Swedish depository receipts, following the Scheme of Arrangement becoming effective, the Unibet group has subsequently undertaken an internal re-organisation and this has resulted in the Company incurring certain technical balance sheet losses. These technical losses only relate to the individual entity balance sheet of the Company and not to the performance of the Unibet group as a whole.
To eliminate these technical balance sheet losses, the Board of Directors of Unibet Group plc called an Extraordinary General Meeting to approve certain resolutions. Today, at the Extraordinary General Meeting, shareholders approved by extraordinary resolution, the following resolutions pursuant to Article 83(5) of the Companies Act, Cap.386 of the Laws of Malta (“the Act”):
THAT in accordance with Article 83(5) of the Act, the Company’s share premium account is to be reduced by an amount as standing to the credit of the Company's share premium account as, at 11 December 2006, amount GBP 96.8 million, as is equal to the losses on the Company's profit and loss account as at the said date, such reduction in share premium being for the purpose of offsetting the losses so incurred;
THAT also in accordance with Article 83(5) of the Act, the share premium account of the Company be further reduced by such further amount (the “Second Reduction Amount”) standing to the credit of the Company's share premium account as, at 11 December 2006, amount GBP 8.22 million, as shall be equal to 10 per cent of the aggregate of the issued share capital of the Company and the reduced share premium account of the Company, with such share premium reduction being effected by the Company transferring the Second Reduction Amount to a new reserve to be known as the "Loss Offset Reserve" for the purpose of offsetting any eventual losses that may be incurred by the Company from time to time;
THAT the reductions of the share premium account resulting from these resolutions take effect immediately upon the registration of these resolutions in accordance with the Act; and
THAT the Company Secretary was instructed to register this resolution with the Registrar of Companies.
Also at today’s Extraordinary General Meeting, shareholders approved the share buyback proposal requests that the Board be authorised, until the next Annual General Meeting of shareholders in 2007, to acquire GBP 0.005 ordinary shares/SDR's in the Company. The maximum number of shares/SDR's that may be so acquired is 2,824,109 i.e. may not exceed 10 per cent of the total number of shares in the Company.
The minimum and maximum price that may be so paid for the shares/SDR's is 1 and 1,000 SEK respectively. The acquisition of shares/SDR's shall take place on the Stockholm Stock Exchange or via an offer of acquisition of shares/SDR's to all shareholders. Repurchases may take place on multiple occasions and will be based on market terms, prevailing regulations and the capital situation at any given time. Notification of any purchase will be made to the Stockholm Stock Exchange and details will appear in the Company's annual report and accounts.
The objective of the buyback is to achieve added value for the Company's shareholders and to give the Board increased flexibility with the Company's capital structure.
Following repurchase the intention of the Board would be to either cancel, use as consideration for an acquisition or issue to employees under a Share Option programme.
Once repurchased under the Maltese Companies Act further shareholder approval will be required before those shares could be cancelled only.
If used as consideration for an acquisition the intention would be that they would be issued as shares/SDR's and not sold first.
Board of Directors
Unibet Group plc