ELECTRIC WORD PLC Copies of this document are either being sent to Shareholders or are available for inspection on the Company's website. If you have sold or otherwise transferred all of your Ordinary Shares, please forward this document and the accompanying documents to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was made for onward transmission to the purchaser or transferee. Such documents should not, however, be forwarded or transmitted into any jurisdiction in which such act would constitute a validity of the relevant laws in such jurisdiction. If you have sold or transferred part only of your holding you should retain these documents and contact your stockbroker, bank or other agent through which the sale or transfer was effected immediately.
The distribution of this document and the accompanying documents in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The definitions set out on pages 3 to 5 of this document have the same meaning herein.
(incorporated and registered under the Companies Act 1985 in England and Wales with registered number 3934419)
This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company, which is set out in Part I of this document, recommending that you vote in favour of the Resolution to be proposed at the General Meeting
Notice of a General Meeting of Electric Word plc, to be held at the offices of Memery Crystal LLP, 44 Southampton Buildings, London, WC2A 1AP at 10.00 a.m. on 4 January 2016, is set out at the end of this document. The action to be taken in respect of the General Meeting is set out in the letter from the Chairman of the Company.
A summary of the action to be taken by Shareholders is set out on page 9 of this document and in the Notice of General Meeting. Completion and return of the Form of Proxy will not prevent you from attending and voting in person at the General Meeting.
If you are unable to attend and vote at the General Meeting, a Form of Proxy for use at the meeting is enclosed. To be valid, Forms of Proxy should be completed, signed and returned so as to be received by the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible, but in any event so as to be received not later than 10.00 a.m. on 30 December 2015. Completion and return of a Form of Proxy will not prevent a Shareholder from attending the meeting and voting in person. Please refer to the detailed notes contained in the Notice of General Meeting and the Form of Proxy.
Trillium Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Electric Word plc and no one else in connection with the matters referred to in this announcement and apart from the responsibilities and liabilities, if any, which may be imposed on Trillium Partners Limited by the Financial Services and Markets Act 2000 and the regulatory regime established thereunder, Trillium Partners Limited will not be responsible to anyone other than Electric Word plc for providing the protections afforded to clients of Trillium Partners Limited or for providing advice in relation to the matters referred to in this announcement.
Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Electric Word plc and no one else in connection with the matters referred to in this announcement and apart from the responsibilities and liabilities, if any, which may be imposed on Panmure Gordon (UK) Limited by the Financial Services and Markets Act 2000 and the regulatory regime established thereunder, Panmure Gordon (UK) Limited will not be responsible to anyone other than Electric Word plc for providing the protections afforded to clients of Panmure Gordon (UK) Limited or for providing advice in relation to the matters referred to in this announcement.
CONTENTSPage
Expected Timetable of Principal Events 2 Definitions 3 Part I Letter from the Chairman 6 Part II Summary of the principal terms and conditions of the Sale Agreement 10 Notice of General Meeting 12Date of this document 18 December 2015
Latest time and date for receipt of Form of Proxy in respect
of the General Meeting and Voting Record Time 10.00 a.m. on 30 December 2015 Date and time of the General Meeting 10.00 a.m. on 4 January 2016 Anticipated completion of the Sale 4 January 2016
Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement on a Regulatory Information Service.
All of the above times refer to London time unless otherwise stated.
All events in the above timetable following the General Meeting are conditional upon approval by Shareholders of the Resolution.
The following definitions apply throughout this document unless the context requires otherwise:
2 July 2009 setting out the terms of the joint venture relating to gaming affiliates in relation to which Affiliate Media assigned its rights to SBG in January 2011
appear on page 6 of this document
10.00 a.m. on 4 January 2016, notice of which is set out at the end of this document
Subsidiary of the Company and the subject of the proposed Sale
conflicted by reason of his interest in Trillium Partners
document
Electric Word plc issued this content on 2015-12-18 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-18 09:54:33 UTC
Original Document: http://www.electricwordplc.com/sites/electricwordplc.com/files/shareholder_circular_electric_word_plc.pdf
