Notice of AGM

RNS Number : 5316D

TMT Investments PLC

30 April 2013

 



30 April 2013

TMT INVESTMENTS PLC

("TMT" or the "Company")

Notice of Annual General Meeting

TMT announces that a circular to shareholders containing notice of Annual General Meeting of the Company ("AGM") is now available in the Investor Relations section of the Company's website, www.tmtinvestments.com.

The AGM will be held at Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES on 20th May 2013 at 2.00pm (GMT) to consider and vote on the following resolutions, of which resolutions 1 to 5 and resolution 8 are ordinary resolutions and resolutions 6 and 7 are special resolutions:

Ordinary Business

1.       To receive the accounts of the Company for the year ended 31 December 2012 together with the directors' report pursuant to Article 105 of the Companies (Jersey) Law 1991 (as amended).

2.       To receive the statement of the auditors made pursuant to Section 113A of the Companies (Jersey) Law 1991 (as amended).

3.       To approve the recommendation of the directors that no final dividend be declared in respect of the year ended 31 December 2012.

4.       To reappoint James Mullins retiring as a director in accordance with the Company's articles of association and, being eligible, offering himself for reappointment as a director of the Company.

5.       To appoint UHY Hacker Young LLP as auditors of the Company in accordance with Section 113 of the Companies (Jersey) Law 1991, until the conclusion of the next general meeting of the Company at which audited accounts are laid before members and to authorise the Directors to determine their remuneration.

Special Business

6.       To grant the directors authority to issue and allot, or to agree and allot before the next annual general meeting of the Company, such number of issued ordinary shares in the Company ("Ordinary Shares") as in aggregate is equivalent to but not exceeding fifty per. cent (50%) of the total number of Ordinary Shares immediately before the AGM.

7.       To grant the directors authority to make one or more purchases of Ordinary Shares on such terms and in such manner as the board of directors may from time to time determine, provided that:

(a)     the maximum number of Ordinary Shares authorised to be purchased shall be 2,539,325 (10% of the current number of Ordinary Shares) ("Authorised Shares");

(b)     the maximum price which may be paid for any such Authorised Shares shall not exceed the middle market quotations within 5 days preceding the date of effective purchase;

(c)     the minimum price that may be paid for an Authorised Share is the nominal value of such Authorised Share; and

(d)     unless otherwise varied, renewed or revoked, the authority hereby conferred shall expire on the conclusion of the next annual general meeting of the Company held after the passing of this resolution or 18 months after the date of its passing (whichever shall first occur), except that the Company may, before such expiry, enter into a contract or contracts for the purchase of Authorised Shares which may be completed by or executed wholly or partly after the expiration of this authority.

8.       In accordance with Article 58A and subject to the time limit set out in Article 58B of the Companies Law, to generally and unconditionally authorise the Company to hold up to 100% of the Authorised Shares in treasury ("Treasury Shares"), and such Treasury Shares may, in the sole discretion of the board of directors, whether in part or in whole or by way of one transaction or more, be: (i) cancelled; (ii) sold; (iii) transferred; or (iv) held in accordance with Articles 58A and 58B of the Companies Law.

The last date for receipt of completed forms of proxy for use at the AGM (in accordance with the terms thereof) will be 2pm on 17 May 2013.

For further information contact:

TMT Investments Plc Mr. Alexander Selegenev www.tmtinvestments.com	[phone] [e-mail]
ZAI Corporate Finance Ltd. NOMAD and Broker Marc Cramsie/Irina Lomova	[phone]
Kinlan Communications David Hothersall	Tel. [phone] [e-mail]

 

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