24 February 2010
INTERACTIVE PUBLISHING PLC
(the "Company")
(Registered and incorporated in England and Wales with company number 06388765)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Company will be held at the offices of
Beachcroft LLP, 100 Fetter Lane, London EC4A 1BN on Thursday 18th March 2010 at 10.30 a.m. for the
following purpose:
Ordinary Business
To consider and, if thought fit, pass Resolutions 1, 2 and 3, which will be proposed as Ordinary
Resolutions:
1. To receive and adopt the Company's annual accounts for the financial year ended 30 June 2009
together with the last directors' report and the auditors' report on those accounts.
2. To re-appoint Vincent Nicholls as a director of the Company who retires by rotation.
3. To re-appoint Kingston Smith LLP as auditors to hold office from the conclusion of the meeting to
the conclusion of the next meeting at which the accounts are laid before the Company at a remuneration to
be determined by the directors.
Special Business
To consider and, if thought fit, pass Resolution 4, which will be proposed as an Ordinary Resolution, and
Resolution 5 will be proposed as a Special Resolution:
4. That, in accordance with section 551 of the Companies Act 2006 (the "2006 Act") the Directors of
the Company be and are generally and unconditionally authorised to allot Relevant Securities (as defined in
the notes to this resolution):
4.1 up to a maximum nominal amount of £70,000 (allotted in pursuance of warrants granted prior to the
date hereof but for no other purpose);
4.2 up to a maximum nominal amount of £66,670 (allotted in pursuance of the exercise of convertible
loan notes issued prior to the date hereof but for no other purpose);
4.3 up to a maximum nominal amount of £41,670 (allotted in pursuance of the settlement of deferred
consideration payable by the Company under the terms of a sale and purchase in respect of
the acquisition of Scissorhands Media Limited but for no other purpose);
4.4 up to an aggregate nominal amount of £145,900 (in addition to the authority conferred in sub-
paragraphs 4.1 and 4.3 above) representing approximately one third of the Company's current
issued share capital,
provided that these authorities, unless duly renewed, varied or revoked by the Company, will expire
on the date being fifteen months from the date of the passing of this resolution or, if earlier,
the conclusion of the next annual general meeting of the Company to be held after the passing of
this resolution, save that the Company may, before such expiry, make offers or agreements which
would or might require Relevant Securities to be allotted after such expiry and, the Directors may
allot Relevant Securities in pursuance of such an offer or agreement notwithstanding that the
authority conferred by this resolution has expired.
This resolution revokes and replaces all unexercised powers previously granted to the Directors to
allot relevant securities under section 80 of the Companies Act 1985 but without prejudice to any
allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such
authorities.
5. THAT, subject to the passing of Resolution 4, the Directors be given the general power to allot
equity securities (as defined by section 560 of the 2006 Act) for cash, pursuant to the authority conferred
by Resolution 4, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that
this power shall be limited to:
5.1 the allotment of equity securities in connection with an offer by way of a rights issue:
5.1.1 to the holders of ordinary shares in proportion (as nearly as may be practicable) to their
respective holdings; and
5.1.2 to holders of other equity securities as required by the rights of those securities or as the
Directors otherwise consider necessary,
but subject to such exclusions or other arrangements as the Directors may deem necessary or
expedient in relation to treasury shares, factional entitlements, record dates, legal or
practical problems in or under the laws of any territory or the requirements of any
applicable regulatory body or stock exchange;
5.2 the allotment (otherwise than pursuant to sub-paragraph 5.1 above) of equity securities on the
exercise of outstanding warrants granted by the Company prior to the date hereof;
5.3 the allotment (otherwise than pursuant to sub-paragraphs 5.1 and 5.2 above) of equity securities on
the exercise of outstanding convertible loan notes issued by the Company prior to the date hereof;
5.4 the allotment (otherwise than pursuant to sub-paragraphs 5.1 and 5.3 above) of equity securities in
settlement of deferred consideration payable by the Company under the terms of a sale and purchase in
respect of the acquisition of Scissorhands Media Limited;
5.5 the allotment (otherwise than pursuant to sub-paragraphs 5.1 to 5.4 above) of equity securities up
to an aggregate nominal amount of £145,900 representing approximately one third of the Company's current
issued share capital;
provided that the power granted by this resolution will expire on the date being fifteen months
from the date of the passing of this resolution or, if earlier, the conclusion of the next annual
general meeting of the Company to be held after the passing of this resolution (unless renewed,
varied or revoked by the Company prior to or on such date), save that the Company may, before such
expiry, make offers or agreements which would or might require equity securities to be allotted
after such expiry and, the Directors may allot equity securities in pursuance of such an offer or
agreement notwithstanding that the authority conferred by this resolution has expired.
This resolution revokes and replaces all unexercised powers previously granted to the Directors to
allot equity securities as if section 89(1) of the Companies Act 1985 did not apply but without
prejudice to any allotment of equity securities already made or agreed to be made pursuant to such
authorities.
BY ORDER OF THE BOARD Registered Office:
Adam Ward 207 Old Street
Company Secretary London
EC1V 9NR
24th February 2010
Explanatory Notes:
Entitlement to attend and vote
1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies
that only those members registered on the Company's register of members at:
* 6 p.m. on Tuesday 16th March 2010; or,
* if this Meeting is adjourned, at 6 p.m. on the day two days prior to the adjourned meeting,
shall be entitled to attend and vote at the Meeting.
Appointment of proxies
2. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint
a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have
received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set
out in these notes and the notes to the proxy form.
3. A proxy does not need to be a member of the Company but must attend the Meeting to represent you.
Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form
are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting
you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to
them.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to
different shares. You may not appoint more than one proxy to exercise rights attached to more than one
share. To appoint more than one proxy please refer to the notes on the Form of Proxy.
Appointment of proxy using hard copy proxy form
5. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or
withhold their vote. To appoint a proxy using the proxy form, the form must be:
* completed and signed;
* sent or delivered to Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3
4TU; and
* received by Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU no
later than 10.30 a.m. on Tuesday 16th March 2010.
In the case of a member which is a company, the proxy form must be executed under its common seal
or signed on its behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the proxy form is signed (or a duly
certified copy of such power or authority) must be included with the proxy form.
Appointment of proxy by joint members
6. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy,
only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the
order in which the names of the joint holders appear in the Company's register of members in respect of the
joint holding (the first-named being the most senior).
Changing proxy instructions
7. To change your proxy instructions simply submit a new proxy appointment using the methods set out
above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to
amended instructions; any amended proxy appointment received after the relevant cut-off time will be
disregarded.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the
instructions using another hard-copy proxy form, please contact Capita Registrars, PXS, The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.
If you submit more than one valid proxy appointment, the appointment received last before the
latest time for the receipt of proxies will take precedence.
Termination of proxy appointments
8. In order to revoke a proxy instruction you will need to inform the Company using the following
method:
By sending a signed hard copy notice clearly stating your intention to revoke your proxy
appointment to Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.
In the case of a member which is a company, the revocation notice must be executed under its common
seal or signed on its behalf by an officer of the company or an attorney for the company. Any power
of attorney or any other authority under which the revocation notice is signed (or a duly certified
copy of such power or authority) must be included with the revocation notice.
The revocation notice must be received by Capita Registrars, PXS, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU no later than 10.30 a.m. on Tuesday 16th March 2010.
If you attempt to revoke your proxy appointment but the revocation is received after the time
specified then, subject to the paragraph directly below, your proxy appointment will remain valid.
Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If
you have appointed a proxy and attend the Meeting in person, your proxy appointment will
automatically be terminated.
Documents on display
9. The following documents will be available for inspection at the registered office of the Company on
any weekday (excluding public holidays) during normal office hours from the date of this Notice until the
time of the Meeting and for at least 15 minutes prior to the Meeting and during the Meeting:
* Copies of the service contracts of executive directors of the Company.
* Copies of the letters of appointment of the non-executive directors of the Company.
Definition of Relevant Securities
Shares in the Company other than shares allotted pursuant to:
* an employee share scheme (as defined by section 1166 of the Companies Act 2006);
* a right to subscribe for shares in the Company where the grant of the right itself constituted a
Relevant Security; or
* a right to convert securities into shares in the Company where the grant of the right itself
constituted a Relevant Security.
Any right to subscribe for or convert any security into shares in the Company other than rights to
subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined
by section 1166 of the Companies Act 2006). References to the allotment of Relevant Securities in the
resolution include the grant of such rights.
The Directors of Interactive Publishing Plc accept responsibility for the contents of this announcement.
CONTACT DETAILS:
Interactive Publishing plc
Justin Sanders Tel: 020 7608 6300
Fisher Corporate Plc - PLUS Corporate Adviser
Carolyn Hazard Tel: 020 7388 7000
Notes to editors:
Interactive Publishing plc floated on the PLUS market on 20 February 2008 for the purpose of making investments in the publishing and marketing services sectors and with the objective of producing long-term capital growth. Since its Introduction the directors of the Company have been aggressively expanding the Company's portfolio through the acquisition of magazine titles primarily in the consumer lifestyle sector.
Interactive Publishing Plc