Notice of EGM

RNS Number : 4092L

Timestrip PLC

06 May 2010

 



6 May 2010

Timestrip PLC ('Timestrip' or 'the Company')

Posting of Circular

The Board announces that the Company has today posted a Circular to shareholders setting out proposals to:-

 (1) Dispose of its trading subsidiaries for up to £225,000 comprising the initial consideration of £160,000 in cash and deferred consideration of up to £65,000.  Pirtsemit Limited the proposed acquirer is a company in which the directors, with the exception of Jonathan Steinberg, have an interest.  The disposal is classified as:-

-     a related party transaction pursuant to AIM Rule 13;

-     substantial property transaction pursuant to section 190 of the Companies Act; and

-     a fundamental change of business for the purpose of AIM Rule 15.

 (2) Adopt an investment policy and be classified as an Investing Company pursuant to the AIM rules.  Details of the investment policy are set out below;

 (3) Change the Company's name to Mungo Trading plc; and

 (4) Appoint Mark Nelson-Smith to the Board of the Company.

A General Meeting of the Company has been convened for Tuesday 1 June 2010 at 10:00 am.

In the event that the resolutions are passed at the general meeting the Company will seek for the suspension from trading of the Company's shares to be lifted and trading in the Company's shares would resume.

Proposed Investment Policy

The Company intends to undertake a transaction or a series of transactions that will constitute a reverse takeover in accordance with the AIM Rules.  The Company will seek to acquire or invest in companies in the general engineering or industrial products sector within the United Kingdom or Europe.

The directors believe that their broad collective experience together with their extensive network of contacts will assist them in the identification, evaluation and funding of suitable investment opportunities. When necessary, other external professionals will be engaged to assist in the due diligence of prospective opportunities. The directors will also consider appointing additional directors with relevant experience if the need arises.

The Company may be either a passive or active investor and will typically seek to acquire majority interests in businesses. The directors anticipate that the management of any investment will have the expertise necessary to operate and develop the business. The Company may provide strategic direction to businesses.

The Company will generate revenue by receiving dividends from its investee companies.  Investments will be held for the long term.

The directors intend to pursue a conservative borrowing strategy.

The objective of the directors is to generate capital appreciation and any income generated by the Company will be applied to cover costs or will be added to the funds available to further implement the investment policy. In view of this, it is unlikely that the directors will recommend a dividend in the early years. However, they may recommend or declare dividends at some future date depending on the financial position of the Company.

The directors confirm that, as required by the AIM Rules, they will at each annual general meeting of the Company seek shareholder approval of its investment policy.

The full text of the circular is available on the Company's website at www.timestrip.com

** ENDS **

Jonathan Steinberg	Timestrip plc	01462 440 700
Liam Murray	Cairn Financial Advisers	020 7148 7903

 

END

 

 

NOEBUGDUGSGBGGU