Result of EGM
30 April 2009 - 3:37PM
UK Regulatory
TIDMMEA
RNS Number : 4972R
Medsea Estates Group PLC
30 April 2009
30 April 2009
Medsea Estates Group plc
('Medsea' or 'the Company')
Extraordinary General Meeting ("EGM")
The Company announces that at the Extraordinary General Meeting held today,
Thursday 30 April, at 30 Percy St, London W1T 2DE, the following resolutions
were duly passed, Resolutions 1, 2, 3, 5 and 12 were passed as Ordinary
Resolutions and Resolutions 4, 6, 7, 8, 9, 10, 11 and 13 were passed as Special
Resolutions.
1. To approve the Disposal on the basis of the terms described in the Circular
2. To approve the Share Acquisition on the basis of the terms described in the
Circular
3. To approve the adoption of the New Business Plan as described in the Circular
4. To change the name of the Company to "AIM Investments plc"
5. THAT each of the 220,205,880 unissued Ordinary Shares of lp each in the capital
of the Company be subdivided into ten Ordinary shares of 0.1p each.
6. THAT each of the 77,979,412 issued Ordinary Shares of lp each in the capital of
the Company be subdivided into one Ordinary share of 0.1p each and one Deferred
share of 0.9p each.
7. THAT the Deferred shares created by Resolution 6 above shall have the same
rights and restrictions as the existing Deferred Shares of 9p each.
8. THAT Resolutions Number 9, 10, 11, 12 and 13 passed at the Annual General
Meeting of the Company on 4 September 2008 be withdrawn and cancelled and be
replaced by the following Resolutions.
9. THAT, subject to the passing of the foregoing Resolutions, and to the
confirmation of the High Court, the capital of the Company be reduced from
GBP10,000,000 divided into 2,981,852,920 Ordinary shares of 0.lp each,
77,919,412 Deferred shares of 9p each and 77,919,412 Deferred shares of 0.9p
each to GBP2,981,852.92 divided into 2,981,852,920 Ordinary shares of 0.1p each
and that the said reduction be effected by canceling and extinguishing
altogether all the 77,979,412 Deferred shares of 9p each and all the 77,919,412
Deferred shares of 0.9p each in the capital of the Company.
10. THAT subject to the passing of the foregoing Resolutions, and to the
confirmation of the High Court, the Share Premium Account of the Company be
cancelled.
11. THAT, subject to any direction of the High Court to the contrary, the reserves
arising (i) upon the reduction of capital resolved upon by resolution 9 above
taking effect and (ii) upon the cancellation of Share Premium Account resolved
upon by resolution 10 above taking effect be applied in reducing the deficit on
the Company's merger reserve.
12. THAT, for the purposes of Section 80 of the Companies Act 1985 ("the Act") (and
so that expressions used in this resolution shall bear the same meaning as in
the said section) the Directors be and they are hereby generally and
unconditionally authorised to exercise all or any of the powers of the Company
to allot relevant securities of the Company up to an aggregate nominal value of
GBP2,202,058 to such persons at such times and on such terms as they think
proper, such authority to expire (unless previously renewed, varied or revoked
by the Company in General Meeting) at the conclusion of the next Annual General
Meeting of the Company following the passing of this resolution or if sooner 15
months after the date of this resolution, save that the Company may prior to
such expiry make any offer or agreement which would or might require relevant
securities to be allotted after such expiry and the Directors may allot relevant
securities pursuant to any such offer or agreement notwithstanding the expiry of
the authority given by this resolution and so that all previous authorities of
the Directors pursuant to Section 80 of the Act be and they are hereby revoked.
13. THAT the Directors be and they are hereby empowered pursuant to Section 95 of
the Companies Act 1985 ("the Act") to allot equity securities (within the
meaning of Section 94(2) of the Act) in the capital of the Company for cash
pursuant to the authority conferred on them in accordance with Section 80 of the
Act by resolution 12 as if Section 89(1) of the Act did not apply to such
allotment provided that this power shall expire at the conclusion of the next
Annual General Meeting of the Company following the passing of this resolution
(or if sooner 15 months after the date of this resolution), save that the
Company may prior to such expiry make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the Directors may
allot equity securities pursuant to any such offer or agreement notwithstanding
the expiry of the authority given by this resolution and so that all previous
authorities of the Directors pursuant to Section 95 of the Act be and they are
hereby revoked.
The implications of these Resolutions to the Company will be addressed in a
further announcement to be issued in due course.
A copy of the Circular and Addendum Circular in connection to the EGM can be
reviewed at www.medseaestates-ir.com
+-----------------------------------------------------------------------+
| For further information: |
+-----------------------------------------------------------------------+
| Medsea Estates Group plc |
+-----------------------------------------------------------------------+
| www.medseaestates-ir.com |
+-----------------------------------------------------------------------+
| Tony Gatehouse, Chairman Tel: +34 6 570 40 02 |
+-----------------------------------------------------------------------+
| Juan Carlos Rodriguez Martinez, Chief Executive |
+-----------------------------------------------------------------------+
| |
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This information is provided by RNS
The company news service from the London Stock Exchange
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