Last checked at 21 Aug 2009 12:27
KleenAir Systems International Plc (the "Company")
Result of General Meeting and Capital Reorganisation
21 September 2009
The Company announces that all of the Resolutions at the General Meeting of the Company held this morning at 10.30am were duly passed.
Following the Capital Reorganisation, the share capital of the Company now comprises:
| Ordinary Shares of 1p each | B Ordinary Shares of 1p each | Deferred shares of 99p each | |
| Authorised | 150,185,574 | 122,120 | 400,932 |
| Issued | 278,812 | 122,120 | 400,932 |
Shareholders should note that up to 406,155 Ordinary Shares may fall to be issued pursuant to the terms of the Company Voluntary Arrangement.
The Deferred Shares have very limited rights and are effectively valueless. The Deferred Shares have no voting rights and have no rights as to dividends and only very limited rights on a return of capital. They are not and will not be admitted to or listed on any stock exchange and are not freely transferable.
No share certificates will be issued in respect of the Deferred Shares, nor will the CREST accounts of Shareholders be credited in respect of any entitlement to Deferred Shares. It is the Boards intention, at the appropriate time, to make an application to the Court for the Deferred Shares to be cancelled.
The B Ordinary Shares are credited as fully paid and shall rank pari passu in all respects with the Ordinary Shares save that the holder or holders of B Ordinary Shares shall not have the right to attend and vote at general meetings of the Company (save in respect of resolutions to vary the rights attaching to the B Ordinary Shares) and shall have the option to convert their interests in B Ordinary Shares at any time, and from time to time, into Ordinary Shares on a 1 for 1 basis. They are not and will not be admitted to or listed on any stock exchange and are not freely transferable.
The record date in respect of the Capital Reorganisation is the close of business today, 21 August 2009 and the date on which the new shares will be credited to CREST accounts (the payment date) will be 24 August 2009. The new ordinary share certificates issued as a result of the Capital Reorganisation are expected to be despatched to Shareholders by first class post at their own risk on or before 31 August 2009.
All definitions in this announcement bear the same meaning as those set out in the Circular, unless otherwise stated.
Application for admission of 278,812 Ordinary Shares following the Capital Reorganisation ("Admission") has been made and is expected to occur on 24 August 2009 under the new ISIN GB00B3XN7M75.
Following Admission, the Company will have 278,812 Ordinary Shares in issue. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.
Lionel Simons, Executive Director said:
"I am extremely pleased that we have managed to arrange backing from an exciting group of investors. The last few months have given us the opportunity to look at a number of exciting developments in the green sector and I look forward to developing our technical experience and knowledge which has a wide area of application, together with our new Chairman Wayne Reid, the former chairman of Queensland Gold and Minerals."
Enquiries:
KleenAir Systems International Plc
Wayne Reid, Executive Chairman
+44 7799 690 504
Lionel Simons, Executive Director
+44 7799 690 785
www.kleenairsystems.co.uk
W.H. Ireland Limited
Tim Cofman-Nicoresti/Katy Birkin
0121 265 6330