1 Oct 2014 07:00
1 October 2014
IMMEDIA GROUP PLC
("Immedia" or "the Company")
Notice of Extraordinary General Meeting
Immedia announces that the Company has posted a circular (the "Circular") containing a notice of Extraordinary General Meeting to its shareholders. The Extraordinary General Meeting of the Company ("EGM") is to be held at 7-9 The Broadway, Newbury, Berkshire RG14 1AS on 24 October 2014 at 10:00 am.
Background
The Board has convened the EGM in order to give shareholders the opportunity to approve certain amendments to the articles of association of the Company. Pursuant to chapter 2 of Part 13 of the Companies Act 2006, the directors of the Company (the "Directors") propose that the resolution detailed further below ("Resolution 1") is passed as a special resolution.
It is proposed in Resolution 1 to make various amendments to the Company's current articles of association, primarily to amend and update certain provisions relating to the Directors' authority to allot shares and the dis-application of pre-emption rights (including the statutory references within those provisions in light of the implementation of the Companies Act 2006), and to insert new provisions relating to electronic communications.
Details of Resolution 1
Resolution 1: To make various amendments to the articles of association
1. THAT the articles of association of the Company ("Articles") be amended as follows:
Present Article | Amendment
|
Title
| The present wording "THE COMPANIES ACT 1985 AND 1989" at the top of page 1 of the Articles be deleted and replaced with the following wording:
"THE COMPANIES ACT 2006".
|
Article 1 (Preliminary) | The present Article 1 be deleted and replaced with the following new Article 1:
"No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies (including without limitation the regulations of the Companies (Model Articles) Regulations 2008 (SI2008/3229)) shall apply as the articles of the Company and the following shall be the articles of association of the Company."
|
Article 2 (Definitions) | The present definition of "Act" be amended by deleting the wording "Companies Act 1985 as amended by the Companies Act 1989" and inserting the following new wording in its place:
"Companies Act 2006"
|
The present definition of "in writing" be amended by inserting the following new wording at the end of the definition:
"…, whether sent or supplied in electronic form or otherwise".
| |
The present definition of "Securities Seal" be amended by deleting the reference to "Section 40 of the Act" in the definition and inserting the following new reference in its place:
"Section 50 of the Act".
| |
The following new definitions be inserted into the present Article 2:
""address" includes any number or address used for the purposes of sending or receiving documents or information by electronic means."
""electronic form" has the meaning given to it in section 1168 of the Act."
""electronic means" has the meaning given to it in section 1168 of the Act." | |
Article 5.2 | The present Article 5.2 be amended by deleting the reference to "Section 80 of the Act" in that Article and replacing it with the following new reference:
"Section 551 of the Act"
|
The present Article 5.2 be further amended by deleting the reference to the "Section 80 Amount" in that Article and replacing it with the following new reference:
"Section 551 Amount"
| |
Article 5.3 | The present Article 5.3 be amended by deleting the reference to the "Section 89 Amount" in that Article and replacing it with the following new reference:
"Section 570 Amount"
|
The present Article 5.3 be further amended by deleting the reference to "Section 89(1) of the Act" in that Article and replacing it with the following new reference:
"Section 561 of the Act"
| |
Article 5.5.2 | The present Article 5.5.2 be deleted and replaced with the following new Article 5.5.2:
"prescribed period" means in the first instance the period from 24 October 2014 to the date of the Annual General Meeting in 2015 or 31 December 2015, whichever is the earlier, and shall thereafter mean any period (not exceeding 15 months on any occasion) for which the authority, in the case of Article 5.2, is conferred or renewed by ordinary or special resolution stating the Section 551 Amount and in the case of Article 5.3 is conferred or renewed by special resolution of the Company stating the Section 570 Amount;
|
Article 5.5.3 | The present Article 5.5.3 be deleted and replaced with the following new Article 5.5.3:
"the Section 551 Amount" shall mean £485,228 for the first prescribed period referred to in Article 5.5.2 and for any prescribed period thereafter shall mean the amount stated in the relevant ordinary or special resolution;
|
Article 5.5.4 | The present Article 5.5.4 be deleted and replaced with the following new Article 5.5.4:
"the Section 570 Amount" shall mean £291,136 for the first prescribed period referred to in Article 5.5.2 and for any prescribed period thereafter shall mean the amount stated in the relevant special resolution;
|
Article 5.5.6 | The present Article 5.5.6 be amended by deleting the reference to "Part IV of the Act" in that Article and replacing it with the following new reference:
"Part 17 of the Act"
|
Article 64.2 | The present Article 64.2 be amended by deleting the reference to "Section 212 of the Act" in that Article and replacing it with the following new reference:
"Section 793 of the Act"
|
Article 64.5.1 | The present Article 64.5.1 be amended by deleting the reference to "Section 212" in that Article and replacing it with the following new reference:
"Section 793"
|
Article 64.5.2 | The present Article 64.5.2 be amended by deleting the reference to "Section 212" in that Article and replacing it with the following new reference:
"Section 793"
|
Article 64.5.3 | The present Article 64.5.3 be amended by deleting the reference to "Part XIIIA of the Act" in that Article and replacing it with the following new reference:
"Section 974 of the Act"
|
Article 64.6 | The present Article 64.6 be amended by deleting the reference to "Section 216 of the Act" in that Article and replacing it with the following new reference:
"Section 794 of the Act"
|
Article 68.2 | The present Article 68.2 be amended by deleting the wording "…delivered electronically to an electronic address or facsimile number designated by the Company for this purpose" in the third paragraph of that Article and inserting the following new wording in its place:
"delivered by electronic means where an address has been specified for the purpose of receiving electronic communications…"
|
The present Article 68.2 be further amended by inserting a new fourth paragraph as follows:
"The proceedings at a general meeting shall not be invalidated where an appointment by proxy in respect of a meeting is sent in electronic form as provided in these Articles but because of a technical problem it cannot be read by the recipient."
| |
Article 83.2 | The present Article 83.2 be deleted and replaced with the following new Article 83.2:
"If he shall resign by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a meeting of the Directors;"
|
Article 83.3 | The present Article 83.3 be deleted and replaced with the following new Article 83.3:
"If he offers to resign by notice in writing delivered to the Secretary at the Office or to an address specified by the Company for the purposes of communication by electronic means or tendered at a meeting of the Directors and the Directors shall resolve to accept such offer;"
|
Article 91.1 | The present Article 91.1 be amended by inserting the following new wording after "Office" in the first sentence:
"or at an address specified by the Company for the purposes of communication by electronic means, …"
|
Article 91.3 | The present Article 91.3 be amended by deleting the wording in brackets "(except when absent from the United Kingdom)" in that Article and replacing it with the following new wording:
"(subject to his giving to the Company an address within the United Kingdom at which notices may be served on him (and if applicable, an address in relation to which electronic communications may be received by him))"
|
Article 92 | The present Article 92 be amended by inserting the following new second sentence into that Article:
"Notice of a meeting of the Directors shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or given in writing or by electronic means to him at his last known address or at any other address given by him to the Company for that purpose."
|
The present Article 92 be further amended by inserting the following new wording after "…United Kingdom" in the present second sentence of that Article:
"…unless that Director has given to the Company an address for the purposes of communications by electronic means at which notices, documents or other information made be served, sent or supplied to him, in which case such Director shall be entitled to have notices served, sent or supplied to him at such address."
| |
Article 98 | The present Article 98 be amended by deleting the wording "…the United Kingdom and…" in the first sentence of that Article and inserting the following new wording in its place:
"…the United Kingdom, or confirmed electronically by all the Directors, in each case who are…"
|
The present Article 98 be further amended by inserting the new wording after "…several documents" as follows:
"or electronic communications…"
| |
The present Article 98 be further amended by inserting the following new wording after "…like form each signed":
"or authenticated …"
| |
Article 134 | The present Article 134 be amended by deleting the wording "…electronically" in the first sentence of that Article and inserting the following new wording in its place:
"where appropriate, by sending or supplying it in electronic form…"
|
The present Article 134 be further amended by deleting the fourth sentence of that Article beginning "Where a notice or document is sent electronically…" and replacing it with the following new sentence:
"Where a notice or document is sent by electronic means, service or delivery is deemed to be received on the day on which the electronic communication was sent by or on behalf of the Company notwithstanding that the Company subsequently sends a hard copy of such notice, document or other information by post and in proving such service or delivery by electronic means it shall be sufficient to show that the notice, document or other information was properly addressed."
| |
Article 136 | The present Article 136 be amended by inserting the following new wording after "…United Kingdom for the service of notices":
"(or an address to which notices may be sent in electronic form) …"
|
Article 137 | The present Article 137 be amended by inserting the following new wording after "…supplied to the Company an address in the United Kingdom":
"(or an address to which notices may be sent in electronic form) …"
|
Article 140 | The present Article 140 be amended by deleting the wording "…a General Meeting may be convened" and replacing it with the following new wording:
"the Company need only give notice of a General Meeting to those members with whom the Company can communicate by electronic means and who have provided the Company with an address for this purpose. The Company may also convene a General Meeting…"
|
The present Article 140 be further amended by inserting the following wording after "…national newspaper":
"published in the United Kingdom…"
|
Resolution 1 is proposed as a special resolution. This means that for this resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Recommendation
The Directors believe that the resolution to be put to the EGM is in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that you vote in favour of the resolution, as they intend to do in respect of their own shareholdings, which in aggregate total 7,858,086 ordinary shares representing approximately 54.0 per cent. of the existing issued ordinary share capital of the Company.
Action to be taken
Shareholders who wish to vote on the resolution but cannot come to the EGM, should fill in the proxy form sent to them with the Circular and notice of EGM and return it to the Company's registrars, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and, in any event, by 10:00 am on 22 October 2014.
Other
A copy of the Circular will be made available on the Company's website www.immediaplc.com in accordance with the requirements of Rule 26 of the AIM Rules for Companies.
A copy of the proposed new articles of association of the Company (in the form they will take, should Resolution 1 be passed) will be available for inspection at 7-9 The Broadway, Newbury, Berkshire RG14 1AS from 30 September 2014 until the time of the EGM.
For further information please contact:
Immedia Group Plc | |
Bruno Brookes - Chief Executive Officer | +44 (0) 1635 556 200 |
Daniel Stewart & Company Plc | |
Paul Shackleton | +44 (0) 207 776 6550 |