General meeting of shareholders Telegraaf Media Groep N.V. adopts all agenda items
During the General meeting of shareholders of Telegraaf Media Groep N.V. (“TMG”) held today, all resolutions on the agenda have been adopted. The public offer by Mediahuis and VP Exploitatie, which is supported and recommended by TMG, was discussed and the resolutions related to the offer have been adopted.
During the meeting, amongst other things:
- the annual accounts have been adopted and members of the Executive Board and the Supervisory Board have been discharged for the financial year 2016;
- Mr. J.J. Nooitgedagt was reappointed as a member of the Supervisory Board and the conditional resignation of Mr. M.A.M. Boersma en Mrs. A.G. van den Belt as members of the Supervisory Board per Settlement date of the offer from Mediahuis and VP Exploitatie has been accepted;
- it was decided to conditionally appoint that Mr. G. Ysebaert and Mr. P. Verwilt as new members of the Supervisory Board per the Settlement date;
- notification was provided of the new conditional composition of the Executive Board per the Settlement date, consisting of Mr. M. Vangeel and Mr. K. Boot.
The changes in the composition of the Supervisory Board and the Executive Board are subject to the offer having become unconditional (“gestand doen”) of the offer by Mediahuis and VP Exploitatie. The adoption of the resolutions during the AGM is a next step in the fulfillment of the conditions of the offer by Mediahuis and VP Exploitatie.
Jan Nooitgedagt, Chairman of the Supervisory Board of TMG: “TMG has experienced a turbulent period, which has been discussed during today’s shareholdermeeting. The Supervisory Board supports and recommends the offer by Mediahuis and VP Exploitatie and has today discussed that rationale of this transaction with TMG’s shareholders. We believe that this transaction provides a resilient future for TMG and that joining forces with Mediahuis will create a leading Dutch-Belgian news organization with a powerfull position and strong brands.Together we can further invest in content, technology and innovation and we are convinced that we ensure a solid future for TMG and its employees. With the successful conclusion of this meeting we are now one step closer to the offer being declared unconditional, further promoting piece and quiet within the company.”
Next steps public offer Mediahuis and VP Exploitatie
Shareholders have the opportunity to register their shares under the offer until 15 June 2017, 17:40 CET. The Offer is made subject to conditions, and in accordance with the provisions and limitations, described in the Offer Memorandum of 19 April 2017. On that same day, TMG issued a Position Statement relating to that Offer containing the information required under section 18, paragraph 2 of the Dutch Public Takeover Bids (Financial Supervision Act) Decree.
This is a public announcement by Telegraaf Media Groep N.V. pursuant to section 17 paragraph 1 of the European Market Abuse Regulation (596/2014).
This release is a translation of the original text in Dutch. In the event of a discrepancy between the two versions, the Dutch version prevails.
TMG is one of the largest media companies in the Netherlands, with strong brands such as De Telegraaf, DFT, Telesport, Metro, Autovisie, Privé and VROUW; online videoplatform Telegraaf VNDG; regional dailies such as Noordhollands Dagblad and de Gooi- en Eemlander; digital brands such as GeenStijl, Dumpert and Gaspedaal; Classic FM and – through a strategic collaboration with Talpa – national radio stations Sky Radio, Radio Veronica, Radio 538 and Radio 10. TMG also has other brands and titles that focus on providing entertainment or e-commerce (e.g., GroupDeal). Through Keesing Media Group, TMG is market leader in Europe in the field of puzzle magazines and digital puzzles. TMG’s mission is to provide consumers with high-quality, personalised and relevant news, sports and entertainment 24 hours a day, 7 days a week, via all available forms of distribution. For more information about TMG, please go to www.tmg.nl.