MIRA.L Regulatory News (MIRA)

14 May 2007 12:15

Yoomedia PLC14 May 2007 YooMedia PLC (the "Company" or "YooMedia") Notice of EGM The Company announces that a notice of an Extraordinary General Meeting ("EGM")has been sent to shareholders on 11 May 2007 (the "EGM Circular"). The EGM isscheduled to take place on 5 June 2007 at 10:00 am at Northumberland House,155-157 Great Portland Street, London W1W 6QP. At the EGM, an ordinary resolution will be put to Shareholders for the purposeof increasing the Company's authorised share capital and giving the Directorsauthority to allot Ordinary Shares under Section 80 of the Companies Act 1985(the "Act"). A special resolution will also be put to shareholders for thepurpose of granting authority for the Directors to disapply the pre-emptionrights contained in Section 89 (1) of the Act. Resolutions: Ordinary resolution 1. That the Directors be generally and unconditionally authorised inaccordance with section 80 of the Act to exercise all powers of the Company toallot relevant securities (within the meaning of section 80(2) of the Act) ofthe Company provided that such power shall be limited to the allotment ofrelevant securities: 1.1 The allotment of up to 200,000,000 Ordinary Shares in accordance with the terms of the Convertible Loan Agreements (as defined in the EGM Circular); 1.2 (other than pursuant to paragraphs 1.1 above) up to an aggregate nominal amount of £1,500,000; such authority hereby conferred shall expire at the conclusion of the nextAnnual General Meeting of the Company, or fifteen months from the date hereof ifearlier, save that the Company may before such expiry make offers or agreementswhich would or might require relevant securities of the Company to be allottedafter such expiry and the Directors may allot relevant securities in pursuanceof such offers or agreements as if the authority conferred hereby had notexpired. Special resolution 2. That conditional upon the passing of Resolution 1 above, theDirectors be and are empowered in accordance with Section 95 of the Act to allotequity securities (as defined in section 94 of the Act) for cash pursuant to theauthority conferred on them to allot relevant securities (as defined in section80 of the Act) by that resolution, as if section 89 (1) of the Act did not applyto such allotment provided that the power conferred by this resolution shall belimited to the allotment of relevant securities: 2.1 the allotment of up to 200,000,000 Ordinary Shares in accordance with theterms of the Convertible Loan Agreements (as defined in the EGM Circular); 2.2 in connection with a rights issue, open offer or equivalent offer infavour of the holders of Ordinary Shares and such other equity securities of theCompany as the Directors may determine in which such holders are offered theright to participate in proportion (as nearly as may be) to their respectiveholdings or in accordance with the rights attached thereto but subject to suchexclusion or other arrangements as the Directors consider necessary or expedientin connection with shares representing fractional entitlements or on account ofeither legal or practical problems arising in connection with the laws of anyterritory, or of the requirements of any generally recognised regulatory body inany territory; 2.3 (other than pursuant to paragraphs 2.1 to 2.2 above) up to an aggregatenominal amount of £800,000; and shall expire at the conclusion of the next Annual General Meeting of theCompany or fifteen months after the date of the passing of this resolution ifearlier save that the Company may at any time before such expiry make an offeror agreement which would or might require equity securities to be allotted forcash after such expiry and the Directors may allot equity securities inpursuance of such an offer or agreement as if the power conferred hereby had notexpired. Recommendation The Directors believe that the Proposals are in the best interests of theCompany and its Shareholders as a whole and recommends shareholders to vote infavour of all of the resolutions. The Directors have irrevocably undertaken to vote in favour of all of theresolutions in respect of their own shareholdings amounting in aggregate to56,149,949 ordinary shares, representing approximately 6.81 per cent. of theexisting issued share capital of the Company. Copies of EGM Circular Copies of the EGM Circular are available free of charge from YooMedia PLC,Northumberland House, 155-157 Great Portland Street, London W1W 6QP. ENDS Contacts:Michael Sinclair, Executive ChairmanNeil MacDonald, Group Managing DirectorYooMedia plc+44 (0) 20 7462 0870 Isabel CrossleySt Brides Media & Finance Ltd+44 (0) 20 7242 4477 Mark PercySeymour Pierce Limited+44 (0) 20 7107 8000 YooMedia plc YooMedia plc is one of the UK's leading interactive entertainment content andservice providers. It conceives and delivers interactive content with whichbrands can engage and secure transactions from their consumer base. Thisactivity takes place across and can integrate multiple platforms, includinginteractive television, the web and mobile phones. The Company's client base includes broadcasters & content owners; brand ownersand advertisers; gaming operators, and retailers and service providers. This information is provided by RNS The company news service from the London Stock Exchange