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Centaur Media plc announced that shareholders passed all four proposed resolutions at its General Meeting on 25 February 2026. The resolutions, which authorised a Reduction of Capital, a Tender Offer, the Cancellation of listing, and Re-registration, received "For" votes between 98.66% and 99.99% of total votes cast. The Capital Reduction is expected to become effective on 19 March 2026, and the Tender Offer is scheduled to close at 1:00 p.m. on 20 March 2026.
| Date | 26 Feb 2026 |
| Time | 07:00:02 |
| Category | AGMs and other meetings |
| ID | 4216U |
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.
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 Cast |
Votes |
% Votes Cast |
Votes |
Votes |
Votes Cast (Excl. Votes Withheld |
||
|
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 of General Meeting |
30 January 2026 |
|
Tender Offer opens |
2 February 2026 |
|
Expected date for the directions hearing for the Court to consider the Capital Reduction application |
6 March 2026 |
|
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 Reduction |
19 March 2026 |
|
Latest time and date for receipt of Tender Forms and settlement of TTE instructions and share certificates in relation to the Tender Offer (i.e. close of Tender Offer) |
1.00 p.m. on 20 March 2026 |
|
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 Shares (or, in the case of unsuccessful tenders, for entire holdings of Ordinary Shares) |
by 25 March 2026 |
|
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares |
by 27 March 2026 |
|
Despatch cheques in respect of Tender Offer proceeds for certificated Ordinary Shares |
by 27 March 2026 |
|
Return of share certificates in respect of unsuccessful tenders of certificated Ordinary Shares |
by 27 March 2026 |
|
Despatch of balancing share certificates (in respect of certificated Ordinary Shares) for revised, certificated holdings in the case of partially successful tenders |
week commencing 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 of Ordinary Shares on the London Stock Exchange |
by 21 April 2026 |
|
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 |
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Cavendish Capital Markets Limited |
020 7908 6000 |
|
Adrian Hadden |
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George Lawson |
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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.