Last checked at 26 Sep 2008 07:00
26 September 2008 Totally plc (`'Totally'' or `'the Company'') Results of general meeting
The Company announces that at the general meeting held yesterday all resolutions were duly passed. The resolutions included a resolution authorising the Company to enter into a share transfer agreement whereby it agreed to transfer the entire share capital of Jewish Advocate to The Zvhil-Mezbuz Rebbe, Grand Rabbi Y.A. Korff of Boston ("the Rebbe") (the "Transaction").
In consideration for the transfer to the Rebbe of the entire share capital of Jewish Advocate, 20,500,000 of the ordinary shares of ‚£0.01 each ("Ordinary Shares") that he holds in the capital of the Company have been redesignated as deferred shares and that warrants to subscribe for 4,394,350 Ordinary Shares that he holds will be cancelled. In addition, the Rebbe has been released from his guarantee obligations under the ‚£700,000 banking facility with Bank Hapoalim, which was renewed on 2 July 2008.
Following approval of the resolution and the completion of the Transaction the Company has 91,947,934 Ordinary Shares in issue and admitted to trading on AIM. In addition, the Rebbe has resigned as a Non-Executive Director of the Company with immediate effect.
Following completion of the Transaction, the Rebbe now holds 6,514,000 Ordinary Shares, which is equivalent to 7.08 per cent. of the issued voting share capital of the Company.
Dan Assor, Chief Executive Officer, and Dr Sinclair, Chairman, continue to hold 3,043,103 and 14,509,791* Ordinary Shares, equivalent to 3.31 and 15.78 per cent., respectively.
*Dr Sinclair's interests are held by him personally and by Sinclair Montrose Trust Limited. Sinclair Montrose Trust Limited is a company in which Dr Sinclair and his immediate family have a controlling interest.
For further information:
Totally Plc www.totallyplc.com T: 020 7692 6929
Daniel Assor CEO John East & Partners Limited T: 020 7628 2200
David Worlidge / Simon Clements HB Corporate T: 020 7510 8654
Luke Cairns
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