STP.L Regulatory News (STP)

6 Apr 2006 14:08

Spiritel PLC06 April 2006 For immediate release 6 April 2006 SPIRITEL PLC ("Spiritel" or "the Company") NOTICE OF EGM The Directors of Spiritel plc (AIM: STP) announce that they have posted toshareholders notice of an extraordinary general meeting of the Company to beheld on 28 April 2006 (the "EGM"). The Directors are seeking approval to increase the Company's authorised sharecapital, to grant the Board power to allot new ordinary shares for cash on anon-pre-emptive basis and to consolidate the Company's ordinary shares on thebasis of one new ordinary share for every twenty existing ordinary shares. Background Immediately following the completion of the acquisition of Expo CommunicationsLimited and a related placing of shares in July 2004 the Company had anauthorised ordinary share capital of 200 million shares of 1p each of which132.7 million had been issued. In addition, the Company had authorised andissued redeemable preference share capital of 4.1 million shares of £1 each. As a result of share placements in December 2004 and April 2005 and theconversion of £2million of Loan Notes held by funds managed by Penta CapitalPartners Limited into equity in March 2006, the Company currently has 165.4million ordinary shares in issue, being 82.7% of the available authorisedordinary share capital. There has been no change in the authorised or issuedpreference share capital since July 2004. Reasons for calling the EGM The Company believes it is desirable to be in a state of preparedness to takeadvantage of changes in market conditions as they arise, with the flexibility topursue opportunities where the issue of equity is in the Company's interest.Accordingly, the Company is seeking to increase its authorised share capitalfrom £6,100,000 to £9,100,000 by the creation of 300 million new ordinary sharesof 1p each. Section 80 of the Companies Act 1985 (the "Act") prohibits directors fromallotting any shares in the Company without prior authority from shareholders.Section 89 of the Act gives holders of equity securities certain rights ofpre-emption on the issue for cash of new equity securities. The Company is therefore seeking a new section 80 authority in respect of anaggregate nominal amount of £3,345,939 to reflect the increase in the authorisedordinary share capital and a new section 89 power in respect of the allotment ofequity securities up to an aggregate nominal value of £3 million. This authorityand the power will expire at the end of the Company's annual general meeting tobe held in 2006, unless renewed at that meeting. The Company will also table a resolution at the EGM which will consolidateexisting issued and unissued ordinary shares of nominal value 1p each into newordinary shares of 20 pence nominal value. It is anticipated that this changewill contribute to the tradability of the shares and help reduce the apparentlylarge percentage swings in value caused by relatively small shifts in the quotedprice. Finally, the Company will utilise the opportunity of the holding of the EGM toseek approval for a new Enterprise Management Incentive Scheme, which will beused to incentivise directors and staff in a tax-efficient manner, whereappropriate, during what is anticipated to be a key stage of the Company'sdevelopment. Copies of the notice of EGM will be available for one month from the registeredoffice of the Company at 18 King William Street, London EC4N 7BP. ENDS For further information: Spiritel plc 020 7160 0100Alastair Mills, Chief Executive Teather & Greenwood 020 7426 9000Jeff Keating Buchanan Communications 020 7466 5000Mark CourtMary-Jane Johnson Notes for Editors: About Spiritel plc Spiritel (AIM: STP) is the holding company for a growing group of companieswhose focus is telecommunications services and products. Spiritel, through itsSpiritel Technologies division, has developed a suite of leading-edge VoIPproducts, positioning the Company to benefit from the migration from traditionaltelephony to VoIP services. Spiritel Technologies' route to market is viareseller partners. Spiritel's initial trading division, Expo Communications, wasfounded in 2000 and is one of Europe's leading call termination businessesfocussing on calls from fixed lines to mobiles. Expo's client base includesTelewest, Level (3), One.Tel and Your Communications among others. SpiritelTechnologies' VoIP products are highly complementary to Expo's terminationservices as most phone calls made via VoIP require termination in the same wayas calls from traditional fixed line phones. Spiritel joined the AIM market of the London Stock Exchange in July 2004. For further information please visit www.spiritelplc.com This information is provided by RNS The company news service from the London Stock Exchange