cont...7 May 2010 14:44
6) That each of the ordinary shares of one pence each in the capital of the Company, being all the shares in issue and all the authorised but unissued ordinary shares of one pence each in the Company be divided into ordinary shares of 0.1 pence each and each of these issued ordinary shares is then consolidated into nine deferred shares of 0.1 pence each in the capital of the Company, such deferred shares having the rights attached to them as set out in the Articles to be amended pursuant to Resolution 13 below.
7) That, subject to the passing of Resolutions 4 and 5 above, the Company be and is hereby authorised pursuant to Part 18 of the Companies Act 2006 and its Articles of Association to purchase its own shares pursuant to a proposed agreement to be made between the Company (1) and Ian Walker (2) (a copy of which is available for inspection at the meeting and has been available at the Company's registered office for 15 days prior to the meeting and has been initialed by the Chairman for identification) under which the Company will purchase 36,463,000 ordinary shares of one pence each for an aggregate sum of £50,000; and such authorisation shall not expire until the conclusion of the next annual general meeting of the Company after the passing of this Resolution.
That, subject to the passing of Resolution 7 above the contract, as tabled at the meeting and available for inspection at the registered office of the Company for fifteen days prior to the meeting, for the sale of the intellectual property for the Jessica Walker, Candy Craft, Lings and other brands for a consideration of £50,000 be and is hereby approved.
That, subject to the passing of Resolutions 4 and 5 above, the informal creditors' voluntary arrangement between the Company and its creditors, whereby the monetary claims of the creditors are discounted by 75 per cent. and the balance of the amounts due to the creditors is converted into ordinary shares of 0.1 pence per share at a conversion rate of one Ordinary Share of 0.1 pence each for every one pence of debt, be and is hereby approved.
That, subject to the passing of Resolutions 4 and 5 above, the conversion of the amounts of unpaid remuneration owed to the Directors of the Company on the same terms as the creditors under the creditors voluntary arrangement, be and is hereby approved
That the transition of the Company to an investment company focusing on the Natural Resources sector with an investment policy as described in the circular letter to Shareholders dated 12 April 2010 be and is hereby approved.
12. That the name of the Company be changed to "Charles Street Capital PLC".
The Board have secured irrevocable undertakings to vote in favour of all the Resolutions to be proposed at the AGM from Shareholders holding in aggregate 74,696,656 Existing Ordinary Shares of one pence each (approximately 75.9% of the current issued share capital of the Compa
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