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Media Holdings PLC (MDHP)

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Monday 24 November, 2008

Media Holdings PLC

Notice of AGM


                               MEDIA HOLDNGS PLC                               

                                (the "Company")                                

(Registered and incorporated in England and Wales with Company number 05539312)

                       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 16
December 2008 at 12 noon for the following propose:

Ordinary Business

To consider and if thought fit, to pass the following Resolutions each of which
will be proposed as an Ordinary Resolution:

 1. To receive and adopt the Company's annual accounts for the financial year
    ended 31 December 2007 together with the last directors' report and the
    auditors' report on those accounts.
   
 2. To reappoint 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 3, which will be proposed as
an Ordinary Resolution, and Resolutions 4 and 5 will be proposed as Special
Resolutions:

 3. That, for the purposes of Section 80 of the Companies Act 1985 as amended
    (the "Act") (and so that the expressions used in this resolution shall bear
    the same meanings as the said Section 80), the directors of the Company
    (the "Directors") be and are hereby generally and unconditionally
    authorised to allot relevant securities (within the meaning of section 80
    (2) of the Act):
   
    3.1 up to a maximum nominal amount of £247,000 (in pursuance of convertible
        loan notes granted by the Company prior to the date hereof but for no
        other purpose);
       
    3.2 up to an aggregate nominal amount of £306,000 (in addition to the
        authorities conferred in sub-paragraph 3.1 above) representing
        approximately one third of the Company's current issued share capital,
       
    provided that these authorities, unless duly renewed, varied or revoked prior
    to their expiry date, shall 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, but such authorities shall allow the Company to make an offer or
    agreement which would or might require relevant securities to be allotted after
    the authorities expire and, in that event, the Directors may allot relevant
    securities in pursuance of such an offer or agreement as if the authorities
    conferred hereby had not expired and such authorities shall be in substitution
    for any authorities conferred upon the Directors in accordance with the said
    section prior to the passing of this resolution, which authorities (to the
    extent they remain in force and unexercised) are hereby revoked.

 4. That, conditional on the passing of Resolution 3, the Directors of the
    Company be hereby empowered pursuant to Section 95 of the Act to allot
    equity securities (as defined in Section 94(2) of the Act) pursuant to the
    general authorities conferred by Resolution 3 as if Section 89(1) of the
    Act did not apply to the allotment, provided that this power shall be
    limited to:
   
    4.1 the allotment of equity securities in connection with any invitation
        made to the holders of ordinary shares to subscribe by way of rights in
        the same proportions (as nearly as may be) to their respective holdings
        but subject to such exclusions or other arrangements as the directors
        consider necessary or expedient in connection with ordinary shares
        representing fractional entitlements or on account of either legal or
        practical problems arising in connection with the laws of any territory
        or of the requirements of any applicable regulatory body or stock
        exchange in any territory;
       
    4.2 the allotment (otherwise than pursuant to sub-paragraph 4.1 above) of
        equity securities in respect of convertible loan notes granted by the
        Company prior to the date hereof but for no other purpose; and
       
    4.3 the allotment (otherwise than pursuant to sub-paragraphs 4.1 and 4.2
        above) of equity securities up to an aggregate nominal amount of £
        306,000 representing approximately one third of the Company's current
        issued share capital;
       
    provided that these authorities, unless duly renewed, varied or revoked prior
    to their expiry date, shall 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, but such authorities shall allow the Company to make an offer or
    agreement which would or might require relevant securities to be allotted after
    the authorities expire and, in that even, the Directors may allot relevant
    securities in pursuance of such an offer or agreement as if the authorities
    conferred hereby had not expired and such authorities shall be in substitution
    for any authorities conferred upon the Directors in accordance with the said
    section prior to the passing of this resolution, which authorities (to the
    extent they remain in force and unexercised) are hereby revoked.

 5. That, the Articles of Association produced to the meeting and initialled by
    the Chairman of the meeting for the purposes of identification be adopted
    as the Articles of Association of the Company in substitution for, and to
    the exclusion of, the current Articles of Association.
   
BY ORDER OF THE BOARD Registered Office:

Vince Nicholls Hilden Park House

Company Secretary 79 Tonbridge Road

Hildenborough

Kent

TN11 9BH

21st November 2008

Explanatory Notes:

New Articles of Association

It is proposed to adopt new Articles of Association (the "New Articles"). These
update the Company's current Articles of Association (the "Current Articles")
primarily to take account of changes in English company law brought about by
certain provisions of the Companies Act 2006 now the legislation has begun to
be implemented.

The principal changes introduced in the New Articles are set out below. Other
changes, which are of minor, technical or clarifying nature and also some more
minor changes which merely reflect changes made by the Companies Act 2006 have
not been noted.

As the Companies Act 2006 is being implemented in stages, it is likely that the
Company will need to propose further amendments to the Articles of Association
at the 2009 Annual General Meeting in order to take accounts of the changes in
the law that are expected to come into force on 1 October 2009.

  * Articles with duplicate statutory provisions
   
Provisions in the Current Articles which replicate provisions contained in the
Companies Act 2006 are, in the main, amended to bring them into line with the
Companies Act 2006. Certain examples of such provisions include provisions as
to the form of resolutions and the variation of class rights. The main changes
made to reflect this approach are detailed below.

  * Form of resolution
   
The Current Articles enable members to act by written resolution. Under the
Companies Act 2006 public companies can no longer pass written resolutions.
These provisions have therefore been removed in the New Articles.

  * Variation of class rights
   
The Current Articles contain provisions regarding the variation of class
rights. The proceedings and specific quorum requirements for a meeting convened
to vary class rights are contained in the Companies Act 2006. The relevant
provisions have therefore been amended in the New Articles.

  * Votes of members
   
Under the Companies Act 2006 proxies are entitled to vote on a show of hands
whereas under the Current Articles proxies are only entitled to vote on a poll.
The time limits for the appointment or termination of a proxy appointment have
been altered by the Companies Act 2006 so that the articles cannot provide that
they should be received more than 48 hours before the meeting or, in the case
of a poll taken more than 48 hours after a meeting, more than 24 hours before
the time for taking of a poll, with weekends and bank holidays being excluded
for this purpose. Multiple proxies may be appointed provided that each proxy is
appointed to exercise the rights attached to a different share held by the
shareholder. Multiple corporate representatives may be appointed. The New
Articles reflect these new provisions.

  * Age of directors on appointment
   
The Current Articles contain a provision (reflecting a provision in the
Companies Act 1985, now repealed) limiting the age at which a director can be
appointed and requiring annual reappointment after attaining the age of 70.
This provision has been removed from the New Articles.

  * Electronic and web communications
   
Provisions of the Companies Act 2006 which came into force in January 2007
enable companies to communicate with members by electronic and/or website
communications. The New Articles continue to allow communications to members in
electronic form and, in addition, they also permit the Company to take
advantage of the new provisions relating to website communications. Before the
Company can communicate with a member by means of website communication, the
relevant member must be asked individually by the Company to agree that the
Company may send or supply documents or information to him by means of a
website, and the Company must either have received a positive response or have
received no response within a period of 28 days beginning with the date on
which the request was sent. The Company will notify the member (either in
writing, or by other permitted means) when a relevant document or information
is placed on the website and a member can always request a hard copy version of
the document or information.

  * Directors' indemnities and loans to fund expenditure
   
The Companies Act 2006 has in some areas widened the scope of the powers of a
company to indemnify directors and to fund expenditure incurred in connection
with certain actions against directors. In particular, a company can now
indemnify a director against liability incurred in connection with the
activities of a company which acts as a trustee of an occupational pension
scheme. In addition, the existing exemption allowing a company to provide money
for the purpose of funding a director's defence in court proceedings now
expressly covers regulatory proceedings and applies to associated companies.
The New Articles reflect these wider provisions in the Companies Act 2006.

  * Joint holders
   
In order to make the flow of information more efficient between the Company and
its shareholders who hold shares jointly, the New Articles are being amended so
that where there are joint shareholders, anything agreed or specified with the
Company by any one joint shareholder will have been deemed to have been agreed
or specified with the Company by all the joint shareholders.

  * Conflicts of interest
   
It is proposed to make a further change to the New Articles, with effect from 1
October 2008, to cover changes being introduced by the Companies Act 2006
relating to directors' conflicts of interest.

The Companies Act 2006 sets out directors' general duties which largely codify
the existing law but with some changes. Under the Companies Act, from 1 October
2008, a director must avoid a situation where he has, or can have, a direct or
indirect interest that conflicts, or possibly may conflict with the company's
interests. The requirement is very broad and could apply, for example, if a
director becomes a director of another company or a trustee of another
organisation. The Companies Act 2006 allows directors of public companies to
authorise conflicts and potential conflicts, where appropriate, where the
articles of association contain a provision to this effect. The Companies Act
2006 also allows the articles of association to contain other provisions for
dealing with directors' conflicts of interest to avoid a breach of duty. The
New Articles, as proposed to be altered with affect from 1 October 2008, give
the directors authority to approve such situations and to include other
provisions to allow conflicts of interest to be dealt with in a similar way to
the current position. There are safeguards which will apply when directors
decide whether to authorise a conflict or potential conflict. First, only
directors who have no interest in the matter being considered will be able to
take the relevant decision, and secondly, in taking the decision the directors
must act in a way they consider, in good faith, will be most likely to promote
the Company's success. The directors will be able to impose limits or
conditions when giving authorisation if they think this is appropriate.

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 14 December 2008; 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.
   
 5. In order to facilitate voting by corporate representatives at the AGM,
    arrangements will be put in place at the AGM so that (i) if a corporate
    shareholder has appointed the chairman of the meeting as its corporate
    representative to vote on a poll in accordance with the directions of all
    of the other corporate representatives for that shareholder at the meeting,
    then on a poll those corporate representatives will give voting directions
    to the chairman and the chairman will vote (or withhold a vote) as
    corporate representative in accordance with those directions; and (ii) if
    more than one corporate representative for the same corporate shareholder
    attends the meeting but the corporate shareholder has not appointed the
    chairman of the meeting as its corporate representative, a designated
    corporate representative will be nominated, from those corporate
    representatives who attend, who will vote on a poll and the other corporate
    representatives will give voting directions to that designated corporate
    representative. Corporate shareholders are referred to the guidance issued
    by the Institute of Chartered Secretaries and Administrators on proxies and
    corporate representatives (www.icsa.org.uk) for further details of this
    procedure. The guidance includes a sample form of appointment letter if the
    chairman is being appointed as described in (i) above.
   
Appointment of proxy using hard copy proxy form

 6. 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, Proxy Department, The Registry, 34
    Beckenham Road, Beckenham, Kent BR3 4TU; and
   
  * received by Capita Registrars, Proxy Department, The Registry, 34 Beckenham
    Road, Beckenham, Kent BR3 4TU no later than 12 noon on 14 December 2008.
   
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

 7. 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

 8. 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, Proxy Department, 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

 9. 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, Proxy Department, 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, Proxy Department,
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 12 noon
on 14 December 2008.

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

10. 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.
   
  * A copy of the proposed new articles of association of the Company, together
    with a copy of the existing articles of association of the Company marked
    to show the changes being proposed.
   
The directors of Media Holdings plc accept responsibility for this
announcement.

                                   - ends -                                    

Enquiries:

Vince Nicholls, Chairman                     01732 836180                      
                                                                               
Gary Miller, Fisher Corporate plc            020 7388 7000                     


                                                                                                                                                                                                                                                     

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