Hilversum, 18 December 2006 Announcement of results of Extraordinary General Meeting (“EGM”)
2 Way Traffic N.V. (“2waytraffic” or ”the Company”), the international developer and exploiter of interactive content, announces that the resolutions relating to the proposed acquisition of the entire issued share capitals of Complete Communications Corporation Limited, Knight Whitehill Productions Limited and The River Studio Limited, which own the business, assets and rights to ‘‘Who Wants To Be A Millionaire?’’ (the “Acquisition”) and the issue of 31,147,540 Placing Shares were approved by the Company's shareholders at the EGM held earlier today.
The following is a summary of the resolutions which were duly passed:
approval of the Acquisition on the terms set out in the Share Purchase Agreement, and the authorisation of the Directors or any duly authorised committee of the Directors to take all steps necessary or desirable to complete the Acquisition subject to such non-material amendments, waivers, variations or extensions of or to such terms and conditions as the Directors or the committee think fit;
authorisation to the Board to allot and issue (i) the 31,147,540 Placing Shares, (ii) the 4,918,033 Consideration Shares and (iii) Ordinary Shares that may be required to be issued as deferred consideration under the Share Purchase Agreement up to a value of £5,456,225;
authorisation to the Board to exclude the pre-emptive rights with respect to the shares referred to in resolution 2;
authorisation to the Board to issue up to an aggregate amount of 12,471,387 Ordinary Shares, including the authority to limit or exclude pre-emptive rights with respect to the issuance of 1,870,563 Ordinary Shares for cash;
the appointment of Malcolm Gardner as an Executive Director of the Company;
the amendment of the Company’s articles of association such that the name of the Company is changed to ‘‘2waytraffic N.V.’’ and the statutory seat of the Company is changed to Hilversum, and to authorise each lawyer and notarial employee at DLA Piper Nederland N.V. to apply for the Declaration of No-Objections to the Ministry of Justice and to execute the notarial deed of amendment required to amend the articles of association.
Full details of the resolutions are set out in the Notice of EGM included within the Admission Document dated 1 December 2006.
It is expected that the Enlarged Share Capital will be admitted to trading and dealings commence on 20 December 2006. The new ordinary shares will rank pari passu with 2waytraffic’s existing ordinary shares in issue. Following admission of these shares to listing, 2waytraffic will have 130,396,163 ordinary shares in issue and admitted to trading.
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