Notice of AGM

RNS Number : 6627S

TMT Investments PLC

21 March 2016

 

21 March 2016

TMT INVESTMENTS PLC

("TMT" or the "Company")

Notice of Annual General Meeting

TMT announces that a circular to shareholders containing notice of the 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 14 April 2016 at 15:00 (BST) to consider and vote on the following resolutions, of which resolutions 1 to 5 (inclusive) are ordinary resolutions and resolutions 6, 7 and 8 are special resolutions:

Ordinary Business

1.       To receive the accounts of the Company for the year ended 31 December 2015 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 Article 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 2015.

4.       To reappoint Alexander Selegenev 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 Article 113 of the Companies (Jersey) Law 1991 (as amended), 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 in issue 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 not exceed ten per cent (10%) of the total number of Ordinary Shares in issue immediately before the AGM (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.       To amend the Company's Investing Policy by replacing the following wording concerning private companies:

"The Company will target small and mid-sized companies and will seek to secure at least blocking stakes and board representation, where it considers that the Company and/or an investee company would benefit from such an appointment. The Company will consider making equity investments in lower than blocking stakes only where it sees ways to increase the stakes to blocking or controlling stakes at a later date."

with the following wording:

"The Company will target small and mid-sized companies and will seek to secure at least significant stakes and board representation, where it considers that the Company and/or an investee company would benefit from such an appointment."

The last date for receipt of completed forms of proxy for use at the AGM (in accordance with the terms thereof) will be 15:00 on 12 April 2016.

For further information contact:

TMT Investments Plc Alexander Selegenev www.tmtinvestments.com	[phone] [e-mail]
ZAI Corporate Finance Ltd. NOMAD Richard Morrison/ Peter Trevelyan-Clark/ Irina Lomova	[phone]
Hybridan LLP Broker Claire Louise Noyce	[phone]
Kinlan Communications David Hothersall	Tel. [phone] [e-mail]

 

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