Last checked at 30 Apr 2009 14:37
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.
To approve the Disposal on the basis of the terms described in the Circular
To approve the Share Acquisition on the basis of the terms described in the Circular
To approve the adoption of the New Business Plan as described in the Circular
To change the name of the Company to "AIM Investments plc"
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.
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.
THAT the Deferred shares created by Resolution 6 above shall have the same rights and restrictions as the existing Deferred Shares of 9p each.
THAT Resolutions Number 9, 10, 11, 12 and 13 passed at the Annual General Meeting of the Company on 4 September 2008 be withdrawn and cancelled and be replaced by the following Resolutions.
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 £10,000,000 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 £2,981,852.92 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.
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.
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.
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 £2,202,058 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.
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 |