6pm Holdings p.l.c.
THE FOLLOWING IS A COMPANY ANNOUNCEMENT ISSUED BY 6PM
HOLDINGS P.L.C. (“THE COMPANY”) IN COMPLIANCE WITH CHAPTER
5 OF THE LISTING RULES.
QUOTE
A General Meeting of 6pm Holdings plc (the “Company”) will be held at the Corinthia
San Gorg on the 26th March at 10.00 hrs for the purpose of considering and, if thought fit,
passing the following resolutions:
1. THAT the proposed acquisition by the Company of the entire issued share capital ,
bar one (1) Ordinary “B” share of both Compunet Operations Limited and
Compunet Agencies Limited be and is hereby approved on the terms and
conditions contained in the share purchase agreement dated 15 February 2011
between the Company and Compunet Holdings Limited and set out in the Circular
to the Members of the Company dated the 3rd of March 2011 and with such nonmaterial amendments thereto as the directors of the Company (or any duly
constituted committee thereof) may consider appropriate, which acquisition is
conditional upon the successful completion of a rights issue;
2. THAT subject to the passing of Resolution 1 set above the authorized share capital
of the Company be and is hereby increased from one million five hundred
thousand Pounds Sterling [GBP 1,500,000] divided into seven million five hundred
thousand [7,500,000] Ordinary Shares of a nominal value of twenty pence [GBP
0.20] each to five million Pounds Sterling [GBP 5,000,000], by the creation of an
additional seventeen million five hundred thousand [17,500,000] new Ordinary
Shares of a nominal value of twenty pence [GBP 0.20] each, each share ranking pari
passu with the existing Ordinary Shares of the Company;
3. THAT subject to the passing of Resolution 2 set above in this Notice, the Directors
being generally and unconditionally authorized, pursuant to Article 85 of the
Companies Act, to exercise all the powers of the Company to allot relevant
securities up to an aggregate nominal amount of three million five hundred
thousand Pounds Sterling [GBP 3,500,000], provided that this authority shall be
limited to the allotment of equity securities:
(a) Up to an aggregate amount of two million one hundred fifty seven
thousand six hundred Pounds Sterling [GBP 2,157,600] in
connection with an offer of ten million seven hundred and eighty
eight thousand [10,788,000 Ordinary Shares] having a nominal
value of twenty pence each [GBP 0.20] by way of rights (including
without limitation, under a rights issue, open offer or similar
arrangement) to holders of equity securities in proportion (as
nearly as may be practicable) to their respective holdings of such
securities, but subject to such exclusions or other arrangements as
the Directors may deem necessary or expedient to deal with
fractional entitlements, record dates or any other legal or practical
problems under the laws of any territory, or the requirements of
any regulatory body or stock exchange;
(b) Otherwise than pursuant to the resolution referred to in 3(a) above
to any person who agrees and binds himself to acquire the amount
of equity securities remaining unsubscribed following the end of
the period during which the members to whom an offer was made
to subscribe for shares as close as possible to their respective
holding lapses;
(c) Otherwise than pursuant to the resolutions referred to in 3(a) and
3(b) above, of up to an aggregate nominal amount of one million
three hundred and forty two thousand four hundred Pounds
Sterling [GBP 1,342,400], provided that the authority contained in
this resolution 3(c) shall, unless renewed expire at the expiry of five
years following the passing of this resolution.”
4. THAT subject to the passing of Resolution 3 set out above, to disclaim and waive
any right of preemption or preference arising out of the Memorandum and Articles
of Association of the Company or otherwise that the members of the Company
have or be entitled to exercise on the issue of any new shares issued otherwise than
in respect to those shares indicated in the text of Resolution 3 (a) above.
5. THAT subject to the passing of Resolutions 1, 2 and 3 set out above, the
Memorandum of Association of the Company is hereby amended in order to reflect
the changes brought about by Resolutions 2 and 3 above and to accordingly replace
Clause [7] of the Memorandum of Association of the Company with the following
“
(a) The authorised share capital of the Company shall be five million Pounds
Sterling (GBP 5,000,000) divided into twenty five million (25,000,000)
Ordinary shares of twenty pence (GBP 0.20) each
(b) The issued share capital of the Company shall be one million and five
hundred thousand Pounds Sterling (GBP 1,500,000) divided into seven
million and five hundred thousand (7,500,000) Ordinary shares of twenty
pence (GBP 0.20) each
(c) All shares shall rank pari passu
(d) In the event of there being any unissued shares in the capital of the
Company, such shares shall be at the disposal of the Board of Directors
who, subject to any provision in the Memorandum and Articles of
Association, may allot, issue or otherwise deal with or dispose of the same
to such persons on such terms and conditions and at such times as the
Board of Directors shall think fit.”
UNQUOTE
Dr. Ivan Gatt
Company Secretary
14 March 2011