Tomco Energy Regulatory News (TOM)

5 May 2006 07:00

Netcentric Systems PLC05 May 2006 NETCENTRIC SYSTEMS PLC ("Netcentric" or the "Company") Notice of Extraordinary General Meeting Notice is given that an extraordinary general meeting of Netcentric Systems plc("the Company") will be held at 34 Grosvenor Gardens, London SW1W 0DH on 30 May2006 at 5.00pm for the purpose of considering and, if thought fit, passing thefollowing resolution which will be proposed as a special resolution: THAT the Articles of Association of the Company be amended as follows: 1.1 by deleting in the current Article 3.2(a) the words "in 2003 or the date falling 15 months from the date of the passing of the Resolution adopting the New Articles" and replacing them with the words "in 2007 or the date falling 15 months from the date of the passing of the Resolution to amend these Articles"; 1.2 by deleting in the current Article 3.2(b), the words "shall not exceed twenty per cent of the aggregate of the nominal amount of the Ordinary Shares in issue at the beginning of that Prescribed Period" and replacing them with the words "shall not exceed fifty per cent. of the aggregate of the nominal amount of the Ordinary Shares in issue at the beginning of that Prescribed Period."; and 1.3 by inserting the following as a new Article 3.2(c): "(c ) permitting the time period contained in Article 3.2(a) and the percentage level contained in Article 3.2(b) to be extended or changed from time to time by ordinary resolution." In addition, the Chairman, Stephen Komlosy, has written to shareholdersrecommending that the resolution be passed as follows: As stated in the Company's announcement on 29th March 2006, your board isactively seeking a suitable target company for a reverse takeover. However, atpresent, it is not possible for the directors to issue any shares in theCompany, either to current shareholders or to third party investors, as theCompany's articles of association contain a time limit during which shares canbe allotted by the directors, which has expired. Having regard to the Company's acquisition strategy, funds are required tofinance working capital and the professional and other costs likely to beassociated with a reverse takeover if a suitable opportunity is identified anddue diligence is undertaken. The Company is presently engaged in discussions with respect to a possibleacquisition and is about to commence its due diligence. An announcement withrespect to such acquisition will be made if and when it becomes reasonablyprobable that it will proceed. In the meantime, I am pleased to announce thatthe Company is raising up to US$500,000 by means of a private placing ofordinary shares in the Company to a group of independent private investors, at aprice of US$0.02 per share (£0.0112 per share equivalent at an exchange rate of£1 to US$ 1.7857). To enable the Company to complete the share placing, the directors propose thatthe articles of association are amended as set out in the accompanying notice ofextraordinary general meeting. The amendments have to be authorised by aspecial resolution passed at an extraordinary general meeting of the Company'sshareholders which will be held on 30 May 2006 at 5.00pm at 34 GrosvenorGardens, London SW1W 0DH ("the EGM"). The special resolution makes three changes to the articles of association: 1. it renews and extends the time limit during which the directors may allot shares to the earlier of the annual general meeting of the Company in 2007 or 15 months from the passing of the resolution to amend the articles of association, whichever is earlier; 2. it increases the percentage of the issued ordinary share capital that the directors may allot to fifty per cent. of the amount of ordinary shares in issue at the time the special resolution is passed; and 3. it permits further renewals, extensions and increases to 1 and 2 to be made by ordinary resolution. This will give the directors greater flexibility in the future to allot ordinaryshares in the Company and will assist with procuring much needed investment orfor provision of consideration for an acquisition. The Company, pursuant to Regulation 41 of the Uncertificated SecuritiesRegulations 2001, specifies that only those shareholders registered in theRegister of Members of the Company as at 5.00 p.m. on 28 May 2006 (or in theevent that the EGM is adjourned, in the Register of Members 48 hours before thetime of any adjourned meeting(s)) shall be entitled to attend or vote at the EGMin respect of the number of shares registered in their name at that time.Changes to entries on the Register of Members after 5.00 p.m. on 28 May 2006(or, in the event that the EGM is adjourned, on the Register of Members 48 hoursbefore the time of any adjourned meeting(s)) shall be disregarded in determiningthe rights of any person to attend or vote at the meeting. For further information, please contact: Gerard Thompson, Executive Director 020-7808-4855 4 May 2006 This information is provided by RNS The company news service from the London Stock Exchange