16 July 2008
VENTURE SIX PLC
("Venture Six" or the "Company")
(CORRECTION) NOTICE OF ANNUAL GENERAL MEETING
ISSUE AMENDMENT:
The Directors of Venture Six Plc apologise for a typographical error which
occurred in the "Notice of Annual General Meeting" announcement released on
14 July 2008.
The deferred shares figure as shown under ordinary business, resolution five,
should have read 56,691,900 as opposed to 59,691,900.
This error has now been corrected in the statement below.
NOTICE IS HEREBY GIVEN that the annual general meeting of Venture Six Plc will
be held at Acre House, 11-15 William Road, London, NW1 3ER on 11 August 2008 at
9.00 a.m. for the following purposes:
Ordinary Business
To consider and, if thought fit, to pass the following resolutions which will
be proposed as ordinary resolutions:
1. To receive, consider and adopt the Company's annual accounts for the year
ended 31 December 2007 together with the last directors' report and the
auditors' report on those accounts.
2. To reappoint Barry Gold as a director.
3. To reappoint Gerry Desler as a director.
4. To reappoint Adler Shine 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 remuneration to be determined by the
directors.
5. That the 57,848,878 issued Ordinary Shares of £0.005 each in the capital of
the Company be and are hereby converted by sub-dividing every 50 issued
Ordinary Shares into the total issued Ordinary Shares in the capital of the
Company to create 1,156,978 Ordinary Shares of £0.005 each and to create
56,691,900 Deferred Shares of £0.005 each.
6. That the Deferred Shares shall be granted the following rights:
a. The holders of the Deferred Shares shall not be entitled to receive notice
of or attend a general meeting and also shall not be entitled to vote at
any such general meeting;
b. The holders of Deferred Shares shall not be entitled to receive any
dividend payment from the profits of the Company which it may declare and
distribute;
c. The Deferred Shares confer a right to repayment to their holders of the
amounts paid up or credited as paid up on them on a winding up of the
Company or return of capital or otherwise in proportion to the number of
such shares held after paying to the holders of the Ordinary Shares the
amounts paid up or credited as paid up on them in respect of each Ordinary
Share; and shall then be entitled to participate in any surplus assets of
the Company or return of capital in proportion to the number of such
Deferred shares held by them.
7. THAT in substitution for all existing authorities to the extent unused, the
directors be and they are hereby generally and unconditionally authorised
pursuant to section 80 of the Companies Act 1985 ("the Act") to exercise
any power of the Company to allot relevant securities and grant rights to
subscribe for or to convert any security into shares of the Company (as
defined by Section 80(2) of the Act) up to a maximum aggregate nominal
amount of £9,710,756 PROVIDED THAT the authority hereby given shall expire
at the end of the next annual general meeting after the passing of this
resolution and the Company may before such expiry make an offer, agreement
or other arrangement which would or might require relevant securities to be
allotted after such expiry and the directors may allot relevant securities
or grant any such rights under this authority in pursuance of any such
offer, agreement or other arrangement as if the authority hereby conferred
by the Company had not expired.
Special Business
To consider and, if thought fit, pass the following special resolutions:
8. THAT, subject to the passing of the previous resolution, the directors be
and they are hereby empowered, pursuant to Section 95 of the Act, to allot
equity securities (as defined in Section 94(2) of the Act) wholly for cash
out of any relevant securities (as defined in Section 80(2) of the Act)
pursuant to the authority conferred by the previous resolution as if
Section 89(1) of the Act did not apply to such allotment PROVIDED THAT this
power shall expire at the end of the annual general meeting held next after
the passing of this resolution except that the Company may before such
expiry make an offer, agreement or other arrangement which would or might
require equity securities to be allotted after such expiry and the
directors may allot equity securities pursuant to any such offer, agreement
or other arrangement as if the authority hereby conferred had not so
expired.
Special Business
To consider and, if thought fit, pass the following special resolutions:
9. That the Articles of Association of the Company are hereby amended by the
deletion of the existing Article 3 and replacing by the following new
Article 3:
3 The authorised share capital of the Company is £10,000,000 divided into
1,943,308,100 Ordinary Shares of £0.005 each and 56,691,900 Deferred Shares
of £0.005 each.
And by the addition of the following new Article 3.3:
3.3 The Deferred Shares confer the following rights on their holders
3.3.1. The holders shall not be entitled to any dividend payments:
3.3.2. The right to repayment of the amounts paid up or credited as paid
up on them on a winding up of the Company or return of capital or
otherwise in proportion to the number of such shares held after
paying to the holders of the Ordinary Shares the amounts paid up
or credited as paid up on them in respect of each Ordinary Share;
and to participate in any surplus assets of the Company together
with the holders of Ordinary shares (as if the meaning of Article
3.1.2 included the Deferred shares) and in proportion to the
number of such shares held after the payment of the paid up amount
to the holders of the Ordinary Shares.
3.3.3. The holders shall not be entitled to receive notice of or attend
general meetings and also shall not be entitled to vote at any
general meetings.
Registered office: By Order of the Board
140B High Street Gerry Desler
Ongar Company Secretary
Essex CM5 9JH
14th July 2008
NOTES:
1. A member entitled to attend and vote at the meeting convened by the notice
set out above is entitled to appoint a proxy (or proxies) to attend and, on
a poll, to vote in his place. A proxy need not be a member of the Company.
2. A form of proxy is enclosed. To be valid, a form of proxy and the power of
attorney or other authority, if any, under which it is signed, or a copy of
it notarially certified, must be deposited at the registered office of the
Company so as to be received not later than 48 hours before the time
appointed for holding the annual general meeting. Completion of the proxy
does not preclude a member from subsequently attending and voting at the
meeting in person if he or she so wishes.
3. The register of interests of the directors and their families in the share
capital of the Company will be available for inspection at the registered
office of the Company during normal business hours (Saturdays and public
holidays excepted) from the date of this notice until the conclusion of the
AGM.
--- ENDS---
Venture Six Plc
Venture Six Plc is an investment vehicle that has been formed to make
acquisitions in the home entertainment and leisure markets in the United
Kingdom, the United States and Canada. The Directors consider that the home
entertainment and leisure markets embrace all media related businesses
including films, television, radio, computer games, hotels and travel services
The Directors of Venture Six Plc accept responsibility for this announcement.
CONTACT DETAILS:
Venture Six Plc: Gerry Desler Tel: 01277 366558
Barry Gold Tel: 07768 948928
Fisher Corporate Plc: Gary Miller Tel: 020 7388 7000
Gth media relations: Toby Hall Tel: 020 7153 8039
Christian Pickel Tel: 020 7153 8035
S:\Fishercorp\Corporate Finance Clients\Corporate Adviser\Venture Six Plc Announcements\Final\AGM & EGM\AGM Notice 2008 Venture 6( Correction).doc