2 Jul 2008 12:55
The Companies Acts 1985 and 1989
Public Company Limited by Shares
INTERMEDIATE CAPITAL GROUP PLC
(the "Company")
At the Annual General Meeting of the Company held at 20 Old Broad Street, London EC2N 1DP at 10am on 01 July 2008, the following two ordinary and three special resolutions were passed:
1. Authorised Share Capital
That the authorised share capital of the Company be increased from £18,000,000 to £24,000,000 by the creation of an additional 30,000,000 ordinary shares of 20p each identical to and ranking pari passu with the existing ordinary shares of 20p each in the capital of the Company.
2. Directors' authority to allot shares
That subject to the passing of the previous resolution by the meeting, to authorise the Directors, for the purposes of section 80 of the Companies Act 1985 ("the Act"), to exercise all powers to allot relevant securities (as defined in the Act) up to a maximum nominal amount of £5,747,944. This authority shall expire on the date of the AGM in 2009 unless it is cancelled or amended and the Company may agree before this authority ends to allot any of the relevant securities, even though the allotment may be carried out after this authority ends. All previous authorities under section 80 of the Act shall cease to have effect.
3. Directors' authority to disapply pre-emption rules
That subject to the passing of the previous resolution by the meeting the Directors be empowered subject to section 95 of the Act to allot equity securities (within the meaning of section 94(2) to section 94(3A) of the Act) wholly for cash pursuant to the authority conferred by this resolution as if section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
(a) in connection with or pursuant to a rights issue or open offer or any other pre-emptive offer in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of equity securities held by them on the record date for such allotment but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements, record dates or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever; and
(b) otherwise than pursuant to paragraph (a), up to an aggregate nominal amount of £862,192.
This authority shall expire on the date of the AGM in 2009 unless it is cancelled or amended and the Company may agree before this authority ends to allot any of the relevant securities, even though the allotment may be carried out after this authority ends.
4. Authority to make market purchases of the Company's shares
To authorise the Company generally and unconditionally to make market purchases (within the meaning of section 163(3) of the Act) of the Company's ordinary shares on such terms as the Directors see fit subject to the following conditions:
the maximum aggregate number of shares which may be purchased is 12,932,873 shares;
the minimum price which may be paid for each share is 5 pence;
the maximum price which may be paid for each share is an amount not more than 5 per cent above the average middle market quotations of the Company's shares, as based on the Daily Official List published by the London Stock Exchange plc, for the five business days prior to the date the purchase is made; and
this authority shall expire at the close of the AGM of the Company to be held in 2009, save that the Company may agree, before the expiry of this authority, to buy back shares even though the purchases may be completed after this authorisation ends.
5. Amendments to the Company's Articles of Association
That the amendments to the Articles of Association of the Company in the form produced to the Meeting as described in the Directors' Report be approved.
Clare Reilly
Company Secretary