REG - Centaur Media PLC - Result of General Meeting

Centaur MediaAnnouncement

26/02/2026 07:00

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RNS Number : 4216U  Centaur Media PLC  26 February 2026

Centaur Media plc

Incorporated in England and Wales

Registration number: 04948078

LEI: 2138005WK87G7DQRQI62

ISIN: GB0034291418

26 February 2026

Centaur Media plc

("the Company")

 

Result of General Meeting

 

Centaur Media plc is pleased to announce that each of the Resolutions proposed
at the General Meeting of the Company on 25 February 2026 to approve the
Reduction of Capital, the Tender Offer and the Delisting and Re-registration
were duly passed. Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Circular.

The full text of the resolutions can be found in the Notice of General
Meeting, which is contained in Part 8 of the Circular published and issued to
shareholders on 30 January 2026 and is available on the Company's website at:
https://www.centaurmedia.com/investors/shareholder-information
(https://www.centaurmedia.com/investors/shareholder-information) .

The Tender Offer remains subject to the approval of the Capital Reduction by
the Court and the subsequent completion of the Capital Reduction which is
expected to become effective on 19 March 2026.

The Tender Offer will close at 1.00 p.m. on 20 March 2026 and tenders received
after that time will not be accepted (unless the Tender Offer is extended).

The full proxy results are shown below:

 RESOLUTION  DESCRIPTION                         FOR                 AGAINST             WITHHELD
             % Votes                                     Votes       % Votes  Votes      Votes     Votes Cast (Excl. Votes Withheld

             Cast                                                    Cast
 1.          To Authorise the Capital reduction  99.97%  93,476,164  0.03%    24,000     12,192    93,500,164
 2.          To Authorise the Tender Offer       99.99%  93,499,925  0.01%    12,000     431       93,511,925
 3.          To Authorise the Cancellation       98.67%  92,260,851  1.33%    1,239,313  12,192    93,500,164
 4.          To Authorise the Re-registration    98.66%  92,260,851  1.34%    1,251,074  431       93,511,925

 

The remaining expected timetable of principal events for the Tender Offer
remains as set out in Part I of the Circular, as below:

 Announcement of the Tender Offer and publication of this Circular and Notice     30 January 2026
 of General Meeting
 Tender Offer opens                                                               2 February 2026
 Expected date for the directions hearing for the Court to consider the Capital   6 March 2026
 Reduction application
 Expected date for the Court Hearing to confirm the Capital Reduction             17 March 2026
 Expected registration date of Court order and effective date of the Capital      19 March 2026
 Reduction
 Latest time and date for receipt of Tender Forms and settlement of TTE           1.00 p.m. on 20 March 2026
 instructions and share certificates in relation to the Tender Offer (i.e.
 close of Tender Offer)
 Tender Offer Record Date                                                         6.00 p.m. on 20 March 2026
 Announcement of results of the Tender Offer                                      7.00 a.m. on 23 March 2026
 Purchase of Ordinary Shares under the Tender Offer                               24 March 2026
 CREST accounts credited for revised, uncertificated holdings of Ordinary         by 25 March 2026
 Shares (or, in the case of unsuccessful tenders, for entire holdings of
 Ordinary Shares)
 CREST accounts credited in respect of Tender Offer proceeds for uncertificated   by 27 March 2026
 Ordinary Shares
 Despatch cheques in respect of Tender Offer proceeds for certificated Ordinary   by 27 March 2026
 Shares
 Return of share certificates in respect of unsuccessful tenders of               by 27 March 2026
 certificated Ordinary Shares
 Despatch of balancing share certificates (in respect of certificated Ordinary    week commencing
 Shares) for revised, certificated holdings in the case of partially successful

 tenders                                                                          30 March 2026
 Last day of dealings in the Ordinary Shares on the London Stock Exchange         by 20 April 2026
 Cancellation of listing of Ordinary Shares on the Official List and of trading   by 21 April 2026
 of Ordinary Shares on the London Stock Exchange
 Re-registration as a private company                                             by 24 April 2026

 

All times are references to London times and are indicative only and may
change. Each of the above times and dates is based on the Company's
expectations as at the date of the Circular and are indicative only and may be
changed by the Company (subject to any applicable requirements of the UK
Listing Rules, law and/or the Company constitution). If any of the above times
and/or dates change, the revised times and/or dates will be notified to
Shareholders by an announcement through a Regulatory Information Service.

Enquiries:

 Centaur Media Plc                         020 7970 4000
 Martin Rowland, Executive Chair
 Simon Longfield, Chief Financial Officer

 Cavendish Capital Markets Limited         020 7908 6000
 Adrian Hadden
 George Lawson

 

Cautionary note regarding forward-looking statements

This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "targets",
"anticipates", "projects", "expects", "intends", "may", "will", "seeks", or
"should" or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all matters
that are not historical facts. They appear in a number of places throughout
this announcement and include statements regarding the Company's and the
Directors' intentions, beliefs or current expectations concerning, amongst
other things, the Company's prospects, growth and strategy. No statement in
this announcement is intended to be a profit forecast and no statement in this
announcement should be interpreted to mean the Company's performance in future
would necessarily match or exceed the historical published performance of the
Company.

 

By their nature, forward-looking statements involve risks and uncertainties
because they relate to future events and depend on circumstances that may or
may not occur in the future. Forward-looking statements are not guarantees of
future performance. The Company's actual performance, achievements and
financial condition may differ materially from those expressed or implied by
the forward-looking statements in this announcement. In addition, even if the
Company's results of operations, performance, achievements and financial
condition are consistent with the forward-looking statements in this
announcement, those results or developments may not be indicative of results
or developments in subsequent periods.

 

Any forward-looking statements that the Company makes in this announcement
speak only as of the date of such statement, and none of the Company or the
Directors undertake any obligation to update such statements unless required
to do so by applicable law. Comparisons of results for current and any prior
periods are not intended to express any future trends or indications of future
performance, unless expressed as such, and should only be viewed as historical
data.

 

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