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Pin to quick picksZinc Media Regulatory News (ZIN)

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Notice of AGM

30 Jul 2012 07:00

RNS Number : 4649I
Ten Alps PLC
30 July 2012
 



Ten Alps plc

Notice of Annual General Meeting and posting of Annual Report and Accounts

Ten Alps Plc (AIM:TAL) ("Ten Alps" or the "Company") the factual media company, hereby gives notice that the Annual General Meeting of Ten Alps plc will be held at RPC, Tower Bridge House, St Katherine's Way, London E1W 1AA at 9.30a.m.on the 23rd August 2012 for the following purposes:

Ordinary Business

To consider and, if thought fit, pass the following items, which will be proposed as ordinary resolutions:

1. THAT the Company's audited financial statements for the year to 31st March 2012, and the Directors' report and the Auditors' report on those financial statements, be received and adopted.

2. THAT Grant Thornton UK LLP be reappointed as Auditors of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company, and the directors be authorised to determine their remuneration.

3. THAT Nitil Patel be reappointed as Finance Director.

Special Business

To consider and, if thought fit, pass the following items, item 4 of which will be proposed as an ordinary resolution and items 5 and 6 of which will be proposed as special resolutions:

4. THAT the directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 to allot relevant securities (as defined in the explanatory notes to this resolution) of up to maximum nominal value of £2,525,410 (equal to approximately 50% of the issued ordinary share capital as at the date of this resolution) such authority to be in substitution for and to the exclusion of any previous authority to allot relevant securities conferred upon the directors and such authority to expire at the conclusion of the Company's next Annual General Meeting or, if earlier, 15 months from the date of this resolution, save that the Company may before such expiry make an offer or agreement which might require relevant securities to be allotted after such expiry date and the directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.

5. THAT conditional upon and subject to the passing of Resolution 4 above the directors be generally and unconditionally authorised pursuant to section 570 of the Companies Act 2006 (the 'Act') to make allotments of equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by the previous resolution as if section 561 of the Act did not apply to any such allotment provided that such power shall be limited to:

(a) the allotment of equity securities in connection with or pursuant to any issue or offer by way of rights or other pre-emptive offer to the holders of ordinary shares of 2p each in the capital of the Company ('Ordinary Shares') and other persons entitled to participate therein in proportion (as nearly as practicable) where the equity securities respectively attributable to the interest of holders of the Ordinary Shares are proportionate as nearly as maybe practicable to the respective amounts of Ordinary Shares held by them on a fixed record date, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to legal or practical issues under the laws of, or as a requirement of, any regulatory or stock exchange authority in any jurisdiction or territory or in relation to fractional entitlements; and/or

(b) the allotment of equity securities in connection with or pursuant to the terms of warrants to subscribe for equity securities or any share option scheme or plan or any long term incentive scheme or plan or any plan or option scheme in respect of Ordinary Shares for employees and directors of the Company approved by the Company in general meeting whether before or after the date of this resolution; and/or

(c) the allotment (otherwise pursuant to subparagraph (a) or (b) of this resolution) of equity securities up to an aggregate nominal value of £505,082 (being 10% of the issued ordinary share capital as at the date of the notice of this resolution),

such authority to expire at the conclusion of the Company's next Annual General Meeting or, if earlier, 15 months from the date of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry date and the directors may allot equity securities in pursuance of such offer or agreement notwithstanding that the power conferred by this resolution had expired.

6. THAT the Company be and is hereby generally and unconditionally authorised pursuant to section 701 of the Companies Act 2006 (the 'Act') to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 2p each in the capital of the Company ('Ordinary Shares') provided that:

(a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be 25,228,847 (representing 9.99% of the Company's issued Ordinary Share capital as at 25 June 2012);

(b) the minimum price which may be paid for an Ordinary Share (exclusive of expenses) shall be 2 pence per Ordinary Share;

(c) the maximum price which may be paid for an Ordinary Share (exclusive of expenses) shall not be more than 105% of the average of the middle market closing price for an Ordinary Share of the Company taken from the London Stock Exchange Daily Official List for the five business days immediately proceeding the day on which the Ordinary Share is purchased;

(d) unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the Company's next Annual General Meeting or, if earlier, 15 months from the date of this resolution; and

(e) the Company may make a contract to purchase Ordinary Shares under the authority hereby, conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of Ordinary Shares in pursuance of such contract.

The Annual Report and Accounts for the year ended 31 March 2012 and the Notice of AGM have been posted to the shareholders and are available on the Company's website www.tenalps.com

Ten Alps plc

Tel: +44 (0) 20 7878 2311

Peter Bertram/Nitil Patel

c/o Moira McManus

www.tenalps.com

Grant Thornton, Nominated Adviser

Tel: +44 (0) 20 7383 5100

Colin Aaronson/Jen Clarke

www.grant-thornton.co.uk

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCBELFLLDFBBBK
Date   Source Headline
25th Apr 20247:00 amRNSFinal Results and Notice of AGM
17th Apr 20247:00 amRNSZinc Media awarded Production Company of the Year
15th Apr 20247:00 amRNSNotice of Results
9th Apr 20247:00 amRNSInvestor Presentations
22nd Mar 20247:00 amRNSZinc Media Celebrates BAFTA TV Awards Nomination
7th Feb 20247:00 amRNSTrading Update
27th Nov 20237:00 amRNSTrading Update
22nd Nov 20234:16 pmRNSHolding(s) in Company
14th Nov 20237:00 amRNSPayment of The Edge earnout and issue of shares
17th Oct 20237:00 amRNSMajor Contract Win
27th Sep 20237:00 amRNSInterim results for the six months ended 30 June
5th Sep 20235:03 pmRNSHolding(s) in Company
31st Aug 20237:00 amRNSNotice of Interim Results & Investor Presentation
24th Aug 202310:56 amRNSDirector Shareholdings
5th Jul 20237:00 amRNSTrading Update
7th Jun 20237:00 amRNSNotice of Capital Markets Day
25th May 20236:25 pmRNSResult of AGM
25th May 20237:00 amRNSTrading Update
22nd May 20237:00 amRNSMajor contract win
26th Apr 20237:00 amRNSFinal Results and Notice of AGM
25th Apr 20237:00 amRNSNotice of Results and Investor Presentation
3rd Apr 20237:00 amRNS£7.3m multi-series win
7th Feb 20237:00 amRNSTrading Update
13th Dec 202210:58 amRNSGrant of Options
21st Nov 20227:00 amRNSTrading Update
28th Sep 20227:00 amRNSInterim results for the six months ended 30 June
24th Aug 20227:30 amRNSDirector Shareholding and Update to TVR
24th Aug 20227:00 amRNSCompletion of Acquisition
22nd Aug 20223:10 pmRNSResult of General Meeting and Issue of Equity
17th Aug 20227:00 amRNSCorrection: Investor presentation
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3rd Aug 20224:30 pmRNSResult of Fundraise and Posting of Circular
3rd Aug 202212:30 pmRNSClose of Placing and Retail Offer
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3rd Aug 20227:00 amRNSProposed Acquisition and Fundraise
26th May 20222:24 pmRNSResult of AGM
26th May 20227:00 amRNSTrading Update
22nd Apr 20227:00 amRNSFinal Results and Notice of AGM
12th Apr 20227:00 amRNSLaunch of New Television Label
31st Mar 20227:00 amRNSNotice of Results and Investor Presentation
17th Mar 20227:00 amRNSZinc's Tern TV secures BBC commission worth £2.75m
10th Mar 20228:30 amRNSContent Update
7th Feb 20227:00 amRNSTrading Update and Capital Markets Day
8th Nov 20214:00 pmRNSAppointment of MD of Zinc TV & Grant of Options
29th Sep 202111:15 amRNSInvestor Presentation
27th Sep 20217:00 amRNSInterim Results
22nd Sep 20217:00 amRNSZinc wins largest ever series commission
14th Jun 20215:03 pmRNSHolding(s) in Company
10th Jun 20217:00 amRNSDirector Share Options
10th Jun 20217:00 amRNSDirector Shareholdings

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