Eircom shareholders will receive a raft of documentation from the company this week.
In addition to a document from Eircom setting out the proposed demerger, shareholders will receive a Vodafone offer document and form of acceptance, formal notice of the Eircom extraordinary general meeting (e.g.m.), a poll card for the e.g.m., a form to indicate whether the shareholder will attend the meeting and a proxy voting form.
The Eircom document (blue and orange cover) sets out details of the proposed demerger together with information on the performance of Eircom and Eircell and the restructuring plans of Eircom after a demerger. The Vodafone Offer Document (white cover), sets out the terms of the offer for Eircell and information about the Vodafone group. The Vodafone form of acceptance is the form which Eircom shareholders must use to vote for or against the takeover of Eircell by Vodafone. The Vodafone offer closes at 3p.m. on Sunday May 13th.
The deal is structured as a demerger of Eircell from Eircom, which will be voted on at the e.g.m., and a separate offer from Vodafone for the demerged mobile operation which will not be put to the e.g.m. This offer will be voted on separately by Eircom shareholders by post using the Forms of Acceptance included in the information pack.
The demerger involves the spin off of the Eircell business into a new company to be called Eircell 2000. Eircom shareholders will get one Eircell 2000 share for every Eircom share they now own. Vodafone would then acquire Eircell 2000, paying 0.9478 Vodafone shares for every two Eircell shares. For the demerger to proceed, a majority of the Eircom shareholders who vote must approve the move. The Vodafone offer cannot proceed unless the demerger has taken place.
Shareholders must now decide whether or not they want the deal to proceed. They can vote on the demerger either by attending the e.g.m. at the Point Depot in Dublin on May 11th or by completing and returning their proxy voting forms - called the Form of Direction - to Computershare Services by 11 a.m. on Wednesday May 9th. Then Eircom shareholders must vote on the Vodafone offer by completing and returning the form of acceptance which must be received by Computershare before 3p.m. on May 13th 2001. Shareholders have been asked to complete and return to Eircom an "intention to attend" card for the e.g.m. in a pre-paid envelope. The company say this is required to establish the numbers who will attend the meeting.
