Notice of General Meeting
13 Mayo 2009 - 8:21AM
UK Regulatory
TIDMAPA
RNS Number : 1862S
Apace Media PLC
13 May 2009
Apace Media plc ("Apace" or the "Company")
Notice of General Meeting
Apace has posted a circular convening an General Meeting to be held at the
offices of Seymour Pierce Limited, 20 Old Bailey, London EC4M 7EN on Tuesday
19th May 2009 at 11.00 am at which the following will be proposed:
Special Resolution 1 - Change of the location of the management and control of
the Company to Luxembourg
The Board has, on January 28th, 2009, resolved to change the location of the
management and control of the Company and the location of future board meetings
of the Company from England to the Grand Duchy of Luxembourg. Luxembourg has
been chosen as the new place of central management as it meets all necessary
commercial criteria, including providing both greater certainty and stability
for the Company's taxation position. Since January 31st, 2009 the management and
control of the Company has been located at, and it is now proposed that the
Company formally establishes its place of effective management and the principal
place of its business ("principal établissement") at, 6C, Parc d'Activités
Syrdall, L-5365 Munsbach, Grand Duchy of Luxembourg with effect from January
31st, 2009.
If this Resolution is passed, although the Company will remain incorporated
solely in England, because of the transfer of the principal place of management
and business and the centre of main interests of the Company to the Grand Duchy
of Luxembourg, and only because of this, the Company will become a hybrid
company, registered in both England and Luxembourg and will exist under the form
of a société anonyme for the purposes of Luxembourg law. It will be necessary to
adapt the Memorandum and Articles of Association in order to comply with the
laws of both jurisdictions.
Special Resolution 2 - New Articles of Association
As a result of the change in the location of the management and control of the
Company to the Grand Duchy of Luxembourg and as a result of the Company becoming
a hybrid company, registered in both England & Wales and in Luxembourg, the
Company's Memorandum and Articles of Associations will require adaptation or
revision in order to contain certain requisite provisions enabling the Company
to comply with both English and Luxembourg company laws in both jurisdictions.
Subject to the change in the location of the management and control of the
Company being approved under Resolution 1, it is proposed by Resolution 2 that
the Company adopts new Articles of Association in English and French (initialled
and marked "Articles A" by the Chairman for the purposes of identification)
which reflect the pertinent revisions.
The Company's current Memorandum and Articles of Association, together with a
copy of "Articles A" proposed by Resolution 2 are available for inspection
during normal business hours at the registered office of the Company on any
business day and may also be inspected at the venue on the day of the General
Meeting from 15 minutes prior to the Meeting until the conclusion of the
Meeting.
Ordinary Resolution 3 - Constatation du Principal Etablissement
In order to carry out the change in the location of the management and control
of the Company to the Grand Duchy of Luxembourg in accordance with Luxembourg
law, it is necessary for at least 50% of the shareholders of the Company to
resolve to appoint a proxy (or attorney) to execute, before an authorised Notary
Public in Luxembourg, the requisite "Constatation du Principal
Etablissement" and, subject to the change in the location of the management and
control of the Company being approved under Resolution 1, Resolution 3 appoints
Mr. Martin James Hardy Johnston, the Company's Finance Director, to represent
them for the execution of the said "Constatation du Principal Etablissement".
Ordinary Resolution 4 - Upon the change of location of the management and
control to the Grand Duchy of Luxembourg an addition to, or replacement of,
certain of the United Kingdom Board members by one or more new
Luxembourg-resident directors is considered appropriate, and it was announced
recently that Mr. Francesco Abbruzzese was appointed by the Directors to the
Board as Non-Executive Director with effect from 29th April 2009. It is proposed
that he be appointed a director of the Company by Shareholders at the General
Meeting.
A copy of the circular is available for download from the investor relations
section of the Company's website at www.apacegroup.co.uk
Enquiries:
Apace Media Plc:
Roby Burke/Martin Johnston+44 207 471 9393
Seymour Pierce:
Richard Feigen /John Depasquale +44 207 107 8000
This information is provided by RNS
The company news service from the London Stock Exchange
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