Yoomedia PLC
14 May 2007
YooMedia PLC
(the 'Company' or 'YooMedia')
Notice of EGM
The Company announces that a notice of an Extraordinary General Meeting ('EGM')
has been sent to shareholders on 11 May 2007 (the 'EGM Circular'). The EGM is
scheduled to take place on 5 June 2007 at 10:00 am at Northumberland House,
155-157 Great Portland Street, London W1W 6QP.
At the EGM, an ordinary resolution will be put to Shareholders for the purpose
of increasing the Company's authorised share capital and giving the Directors
authority to allot Ordinary Shares under Section 80 of the Companies Act 1985
(the 'Act'). A special resolution will also be put to shareholders for the
purpose of granting authority for the Directors to disapply the pre-emption
rights contained in Section 89 (1) of the Act.
Resolutions:
Ordinary resolution
1. That the Directors be generally and unconditionally authorised in
accordance with section 80 of the Act to exercise all powers of the Company to
allot relevant securities (within the meaning of section 80(2) of the Act) of
the Company provided that such power shall be limited to the allotment of
relevant securities:
1.1 The allotment of up to 200,000,000 Ordinary Shares in accordance with the
terms of the Convertible Loan Agreements (as defined in the EGM Circular);
1.2 (other than pursuant to paragraphs 1.1 above) up to an aggregate nominal
amount of £1,500,000;
such authority hereby conferred shall expire at the conclusion of the next
Annual General Meeting of the Company, or fifteen months from the date hereof if
earlier, save that the Company may before such expiry make offers or agreements
which would or might require relevant securities of the Company to be allotted
after such expiry and the Directors may allot relevant securities in pursuance
of such offers or agreements as if the authority conferred hereby had not
expired.
Special resolution
2. That conditional upon the passing of Resolution 1 above, the
Directors be and are empowered in accordance with Section 95 of the Act to allot
equity securities (as defined in section 94 of the Act) for cash pursuant to the
authority conferred on them to allot relevant securities (as defined in section
80 of the Act) by that resolution, as if section 89 (1) of the Act did not apply
to such allotment provided that the power conferred by this resolution shall be
limited to the allotment of relevant securities:
2.1 the allotment of up to 200,000,000 Ordinary Shares in accordance with the
terms of the Convertible Loan Agreements (as defined in the EGM Circular);
2.2 in connection with a rights issue, open offer or equivalent offer in
favour of the holders of Ordinary Shares and such other equity securities of the
Company as the Directors may determine in which such holders are offered the
right to participate in proportion (as nearly as may be) to their respective
holdings or in accordance with the rights attached thereto but subject to such
exclusion or other arrangements as the Directors consider necessary or expedient
in connection with shares representing fractional entitlements or on account of
either legal or practical problems arising in connection with the laws of any
territory, or of the requirements of any generally recognised regulatory body in
any territory;
2.3 (other than pursuant to paragraphs 2.1 to 2.2 above) up to an aggregate
nominal amount of £800,000;
and shall expire at the conclusion of the next Annual General Meeting of the
Company or fifteen months after the date of the passing of this resolution if
earlier save that the Company may at any time before such expiry make an offer
or agreement which would or might require equity securities to be allotted for
cash after such expiry and the Directors may allot equity securities in
pursuance of such an offer or agreement as if the power conferred hereby had not
expired.
Recommendation
The Directors believe that the Proposals are in the best interests of the
Company and its Shareholders as a whole and recommends shareholders to vote in
favour of all of the resolutions.
The Directors have irrevocably undertaken to vote in favour of all of the
resolutions in respect of their own shareholdings amounting in aggregate to
56,149,949 ordinary shares, representing approximately 6.81 per cent. of the
existing issued share capital of the Company.
Copies of EGM Circular
Copies of the EGM Circular are available free of charge from YooMedia PLC,
Northumberland House, 155-157 Great Portland Street, London W1W 6QP.
ENDS
Contacts:
Michael Sinclair, Executive Chairman
Neil MacDonald, Group Managing Director
YooMedia plc
+44 (0) 20 7462 0870
Isabel Crossley
St Brides Media & Finance Ltd
+44 (0) 20 7242 4477
Mark Percy
Seymour Pierce Limited
+44 (0) 20 7107 8000
YooMedia plc
YooMedia plc is one of the UK's leading interactive entertainment content and
service providers. It conceives and delivers interactive content with which
brands can engage and secure transactions from their consumer base. This
activity takes place across and can integrate multiple platforms, including
interactive television, the web and mobile phones.
The Company's client base includes broadcasters & content owners; brand owners
and advertisers; gaming operators, and retailers and service providers.
This information is provided by RNS
The company news service from the London Stock Exchange
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