I am pleased to be writing to you with details of our Annual General Meeting (“AGM”) which we are holding at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on Tuesday, 26 September 2017 at 10.00 a.m. The formal notice of Annual General Meeting is set out on pages 3 to 5 of this document.
If you would like to vote on the resolutions but cannot come to the AGM, please fill in the proxy form sent to you with this notice and return it to our Registrars as soon as possible. They must receive it by 10.00 a.m. on 22 September 2017.
Issues of share capital (Resolutions 6 and 7)
The existing power granted to the Directors to allot shares and to disapply these statutory pre-emption rights expires at the conclusion of the AGM. Accordingly, an Ordinary Resolution will be proposed to renew the Directors’ authority to allot shares up to an aggregate nominal amount of £215,205.44 (being one third of the issued ordinary share capital at the date of this report). This authority will expire at the earlier of the conclusion of the AGM to be held next year, when the Directors intend to seek renewal of the authority, and 26 December 2018.
In addition a Special Resolution will be proposed at the AGM to renew the Directors’ powers to allot shares for cash up to an aggregate nominal value of £64,561.63 (being 10% of the nominal value of the Company’s ordinary issued share capital) without first offering such shares to existing shareholders. The Board considers that there may be opportunities in the next twelve months to acquire assets cheaply from other media businesses that are in difficulty or that are refocusing on other activities. To ensure that the Company can take advantage of these potential opportunities, the Board considers it important that it can move both quickly and cheaply. The Company may also wish to take advantage of changes in market conditions by developing our technology or infrastructure.
The Special Resolution also enables the Company, in the event of a rights issue, to meet certain practical difficulties which may arise in connection with fractional entitlements or in respect of overseas shareholders as a result of local laws and which prevent shares from being issued strictly pro rata. This authority will expire at the earlier of the conclusion of the AGM to be held next year, when the Directors intend to seek renewal of the authority, and 26 December 2018.
Action to be taken by Shareholders
Shareholders will find enclosed with this document a form of proxy for use at the AGM. Whether or not you intend to be present at the AGM (or any adjournment thereof) you are requested to complete, sign and return – 2 – the form of proxy in accordance with the instructions printed on it so as to be received by the Company’s Registrars, Share Registrars Proxies, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey, GU9 7LL, as soon as possible but in any event not later than 10.00 a.m. on Friday, 22 September 2017. The completion and return of the form of proxy will not preclude you from attending and voting at the meeting, should you so wish.
The Directors consider that the proposals set out above are in the best interests of the Company and its shareholders as a whole. They recommend that you vote in favour of the resolutions set out in the notice of meeting, as they intend to do in respect of their own beneficial holdings.
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