European Motor Hldgs PLC
21 June 2004
For immediate release 21 June 2004
EUROPEAN MOTOR HOLDINGS plc ("EMH")
At the Annual General Meeting of European Motor Holdings plc held on 18 June
2004, all the resolutions set out in the notice of meeting were duly passed,
including the following resolutions classified as special business:
Ordinary resolution
That the Directors be and they are hereby generally and unconditionally
authorised in accordance with section 80 of the Companies Act 1985 and in
substitution for any existing power to allot relevant securities to exercise all
the powers of the Company to allot relevant securities (within the meaning of
the said section 80) up to an aggregate nominal amount of £7,071,069 provided
that this authority shall expire on 18 September 2005 or, if earlier, at the
conclusion of the next Annual General Meeting of the Company after the passing
of this resolution, but so that this authority
shall allow the Company to make before the expiry of this authority offers or
agreements which would or might require relevant securities to be allotted after
such expiry and notwithstanding such expiry the Directors may allot relevant
securities in pursuance of such offers or agreements.
Special resolutions
That authority be given for the market purchase by the Company on the London
Stock Exchange of not more than 14 per cent of the issued share capital of
Ordinary Shares of 40p each of the Company (being a purchase of shares which is
subject to a marketing arrangement as defined in section 163(2) of the Companies
Act 1985) at not more than 105 per cent of the average of the market values for
the Ordinary Shares (as derived from the Daily Official List of the London Stock
Exchange) for the five business days before the day on which the purchase is
made, nor less than 40p. The authority conferred hereby shall expire at the
conclusion of the Annual General Meeting of the Company to be held in 2005 save
that the Company may before such expiry enter into a contract to purchase the
Ordinary Shares under which such purchase may be completed or executed wholly or
partly after the expiration of this authority.
That the Directors be and they are hereby empowered pursuant to section 95 of
the Companies Act 1985: (i) to allot equity securities (within the meaning of
section 94 of the Companies Act 1985) pursuant to the authority conferred on
them by Resolution 6 set out in the Notice of this Meeting; and (ii) to transfer
equity securities (within the meaning of section 94 of the Companies Act 1985)
which are held by the Company in treasury, as if section 89(1) of the Companies
Act 1985 did not apply to such allotment, provided that this power shall be
limited to:
(a) the allotment of equity securities in connection with or the subject of an
offer or invitation, open for acceptance for a period fixed by the
Directors, to holders of Ordinary Shares and such other equity securities
of the Company as the Directors may determine on the register on a fixed
record date in proportion (as nearly as may be) to their respective
holdings of such securities or in accordance with the rights attached
thereto (including equity securities which, in connection with such offer
or invitation, are the subject of such exclusions or other arrangements as
the Directors may deem necessary or expedient to deal with fractional
entitlements that would otherwise arise or with legal or practical problems
under the laws of, or the requirements of any recognised regulatory body or
any stock exchange in, any territory or otherwise howsoever);
(b) the allotment of equity securities pursuant to the terms of any share
scheme for employees approved by the members of the Company in general
meeting and/or the transfer of any shares acquired or held by the Company
in treasury; and (c) the allotment (otherwise than pursuant to paragraphs
8.1 and 8.2 above) of equity securities of a nominal amount not exceeding
in aggregate £1,071,374, and shall expire on the earlier of the revocation
of such authority and 18 September 2005 or, if earlier, at the conclusion
of the next Annual General Meeting of the Company after the passing of this
resolution, save that the Company may before such expiry make offers or
agreements which would or might require equity securities to be allotted in
pursuance of such offers or agreements as if the power conferred hereby had
not expired.
This information is provided by RNS
The company news service from the London Stock Exchange
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