TIDMCOLT

RNS Number : 7201V

Colt Group S.A.

11 August 2015

RESULTS OF EGM - SHAREHOLDER RESOLUTIONS IN CONNECTION WITH FIDELITY'S ALL CASH FINAL OFFER TO ACQUIRE THE SHARES IN COLT NOT CURRENTLY OWNED BY FIDELITY

As announced on 19 June 2015, FMR LLC and FIL Limited (together "Fidelity") made an all cash final offer through Lightning Investors Limited ("BidCo") to acquire the issued and to be issued share capital of Colt Group S.A. ("Colt") not currently owned by Fidelity (the "Offer"). The Offer is conditional upon, amongst other things, certain resolutions being approved by the shareholders of Colt Group S.A. (the 'Company') at the Company's Extraordinary General Meeting ("EGM") held at K2 Building, Forte 1, 2a Rue Albert Borschette, L-1246 Luxembourg on Tuesday 11 August 2015 at 10:00hrs CET. The Company announces that the resolutions were passed by the requisite majorities at the Company's EGM.

Fidelity related entities abstained from voting and only independent shareholders were entitled to vote on Resolution A. All shareholders were entitled to vote on Resolution B.

Details of the voting results:

 
 Number of proxy forms (shareholders) at meeting date:    424 
 Issued share capital as at meeting date:                 EUR448,397,093.50 
 Number of issued shares as at meeting date:              896,794,187 
 No. of votes per share:                                  One 
 Meeting type:                                            EGM

EGM results:

 
 
                                                                        Shares          Shares           Shares Marked 
                                                          Shares For    Discretionary   Against       Withheld/Abstentions 
 Resolution                                               (% of votes   (% of votes     (% of votes       (% of issued       Poll 
  Number         Resolution                               cast)         cast)           cast)               shares)          Yes/No 
--------------  ---------------------------------------  ------------  --------------  ------------  ---------------------  ------- 
 A (ordinary)    To hereby: 
                                                                                                          601,433,993 
   (1) approve (i) the amendment 
    of the Relationship Agreement 
    to remove clause 6 thereof 
    and permit the acquisition 
    of Shares pursuant to the 
    Offer, conditional upon 
    the Offer becoming or being 
    declared wholly unconditional 
    and (ii) the termination 
    of the Relationship Agreement 
    effective as of, and conditional 
    upon, Delisting and                                                                                     (67.06%) 
                                                                           17,426 
   (2) direct the Board of 
    Directors to take all actions 
    necessary or deemed appropriate                                                                      (including the 
    and requested by BidCo in                                                                             shares held by 
    order to effect such amendment                        209,507,315                   14,794,906      the Wider Fidelity 
    and termination                                         (93.40%)       (0.00%)        (6.60%)             Group)          Yes 
 ------------------------------------------------------  ------------  --------------  ------------  ---------------------  ------- 
                 As described more fully 
                  on page 12 of the Circular 
 B (special)      dated 8 July 2015, to hereby: 
 
   (1) authorise, conditional 
    upon Delisting, the acquisition 
    of Colt Shares by the Company 
    (or its subsidiaries) in 
    one or more instalments 
    during a period ending on 
    11 February 2016, 
 
   (2) authorise that any Shares 
    acquired pursuant to this 
    resolution may be held in 
    treasury by the Company 
    (or its subsidiaries) with 
    the possibility for such 
    acquired Colt Shares to 
    be transferred or sold (including, 
    without limitation, transfer 
    or sale to BidCo or any 
    of its affiliates in settlement 
    of any outstanding loans), 
                                                                           19,871                          2,394,460 
   (3) decide to reduce the 
    issued share capital of 
    the Company by a maximum 
    amount of EUR 89,665,369 
    (being 20% of the issued 
    and outstanding share capital 
    of the Company) by the cancellation, 
    in one or more instalments, 
    of a maximum of up to 179,330,738 
    Colt Shares acquired by 
    the Company (or its subsidiaries) 
    pursuant to this resolution 
    within a period ending on                             808,553,952                   14,785,357 
    15 February 2016                                        (98.20%)       (0.00%)        (1.80%)            (0.27%)         Yes 
 ------------------------------------------------------  ------------  --------------  ------------  ---------------------  -------

Enquiries:

Esmee Chengapen

Senior Company Secretary Luxembourg

Email: esmee.chengapen@colt.net

Tel: +352 25 04 04 22 98

Company Secretariat- Colt Group S.A.

www.colt.net

This information is provided by RNS

The company news service from the London Stock Exchange

END

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