Notice of AGM

RNS Number : 1160Z

Ten Alps PLC

08 December 2014

 



Ten Alps plc

Notice of Annual General Meeting

Ten Alps Plc ("Ten Alps" or the "Group"), multimedia producer of high quality TV and radio together with integrated publishing and communications content, hereby gives notice that the Annual General Meeting of Ten Alps plc will be held at Grant Thornton UK LLP, 30 Finsbury Square, London, EC2P 2YU at 9.00 a.m. on 31 December 2014 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 period ending 30 June 2014, and the Strategic and 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 Annual General Meeting at which accounts are laid before the Company, and the directors be authorised to determine their remuneration.

3.         THAT Mark Wood is reappointed as a Non-Executive 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 £2,766,661 (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 £553,332 (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 27,638,935 (representing 9.99% of the Company's issued Ordinary Share capital as at 30 June 2014);

            (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 preceding 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 fifteen months to 30 June 2014 are available on the Company's website www.tenalps.com/investors and will be posted to shareholders today.

Ten Alps plc	Tel: [phone]
Peter Bertram/Nitil Patel
c/o Moira McManus
www.tenalps.com
Grant Thornton, Nominated Adviser	Tel: [phone]
Colin Aaronson/Jen Clarke/Jamie Barklem
www.grant-thornton.co.uk

 

END

 

 

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