Ten Alps PLC Notice of AGM (1160Z)
December 08 2014 - 7:04AM
UK Regulatory
TIDMTAL
RNS Number : 1160Z
Ten Alps PLC
08 December 2014
Ten Alps plc
Notice of Annual General Meeting
Ten Alps Plc ("Ten Alps" or the "Group"), multimedia producer of
high quality TV and radio together with integrated publishing and
communications content, hereby gives notice that the Annual General
Meeting of Ten Alps plc will be held at Grant Thornton UK LLP, 30
Finsbury Square, London, EC2P 2YU at 9.00 a.m. on 31 December 2014
for the following purposes:
Ordinary Business
To consider and, if thought fit, pass the following items, which
will be proposed as ordinary resolutions:
1. THAT the Company's audited financial statements for the
period ending 30 June 2014, and the Strategic and Directors' report
and the Auditors' report on those financial statements, be received
and adopted.
2. THAT Grant Thornton UK LLP be reappointed as Auditors of the
Company, to hold office until the conclusion of the next Annual
General Meeting at which accounts are laid before the Company, and
the directors be authorised to determine their remuneration.
3. THAT Mark Wood is reappointed as a Non-Executive Director.
Special Business
To consider and, if thought fit, pass the following items, item
4 of which will be proposed as an ordinary resolution and items 5
and 6 of which will be proposed as special resolutions:
4. THAT the directors be generally and unconditionally
authorised pursuant to and in accordance with section 551 of the
Companies Act 2006 to allot relevant securities (as defined in the
explanatory notes to this resolution) of up to maximum nominal
value of GBP2,766,661 (equal to approximately 50% of the issued
ordinary share capital as at the date of this resolution) such
authority to be in substitution for and to the exclusion of any
previous authority to allot relevant securities conferred upon the
directors and such authority to expire at the conclusion of the
Company's next Annual General Meeting or, if earlier, 15 months
from the date of this resolution, save that the Company may before
such expiry make an offer or agreement which might require relevant
securities to be allotted after such expiry date and the directors
may allot relevant securities in pursuance of such offer or
agreement as if the authority conferred by this resolution had not
expired.
5. THAT conditional upon and subject to the passing of
Resolution 4 above the directors be generally and unconditionally
authorised pursuant to section 570 of the Companies Act 2006 (the
'Act') to make allotments of equity securities (within the meaning
of section 560 of the Act) for cash pursuant to the authority
conferred by the previous resolution as if section 561 of the Act
did not apply to any such allotment provided that such power shall
be limited to:
(a) the allotment of equity securities in connection with or
pursuant to any issue or offer by way of rights or other
pre-emptive offer to the holders of ordinary shares of 2p each in
the capital of the Company ('Ordinary Shares') and other persons
entitled to participate therein in proportion (as nearly as
practicable) where the equity securities respectively attributable
to the interest of holders of the Ordinary Shares are proportionate
as nearly as maybe practicable to the respective amounts of
Ordinary Shares held by them on a fixed record date, but subject to
such exclusions or other arrangements as the directors may deem
necessary or expedient in relation to legal or practical issues
under the laws of, or as a requirement of, any regulatory or stock
exchange authority in any jurisdiction or territory or in relation
to fractional entitlements; and/or
(b) the allotment of equity securities in connection with or
pursuant to the terms of warrants to subscribe for equity
securities or any share option scheme or plan or any long term
incentive scheme or plan or any plan or option scheme in respect of
Ordinary Shares for employees and directors of the Company approved
by the Company in general meeting whether before or after the date
of this resolution; and/or
(c) the allotment (otherwise pursuant to subparagraph (a) or (b)
of this resolution) of equity securities up to an aggregate nominal
value of GBP553,332 (being 10% of the issued ordinary share capital
as at the date of the notice of this resolution),
such authority to expire at the conclusion of the Company's next
Annual General Meeting or, if earlier, 15 months from the date of
this resolution, save that the Company may before such expiry make
an offer or agreement which would or might require equity
securities to be allotted after such expiry date and the directors
may allot equity securities in pursuance of such offer or agreement
notwithstanding that the power conferred by this resolution had
expired.
6. THAT the Company be and is hereby generally and
unconditionally authorised pursuant to section 701 of the Companies
Act 2006 (the 'Act') to make one or more market purchases (within
the meaning of section 693(4) of the Act) of ordinary shares of 2p
each in the capital of the Company ('Ordinary Shares') provided
that:
(a) the maximum aggregate number of Ordinary Shares hereby
authorised to be purchased shall be 27,638,935 (representing 9.99%
of the Company's issued Ordinary Share capital as at 30 June
2014);
(b) the minimum price which may be paid for an Ordinary Share
(exclusive of expenses) shall be 2 pence per Ordinary Share;
(c) the maximum price which may be paid for an Ordinary Share
(exclusive of expenses) shall not be more than 105% of the average
of the middle market closing price for an Ordinary Share of the
Company taken from the London Stock Exchange Daily Official List
for the five business days immediately preceding the day on which
the Ordinary Share is purchased;
(d) unless previously renewed, varied or revoked, the authority
hereby conferred shall expire at the conclusion of the Company's
next Annual General Meeting or, if earlier, 15 months from the date
of this resolution; and
(e) the Company may make a contract to purchase Ordinary Shares
under the authority hereby, conferred prior to the expiry of such
authority which will or may be executed wholly or partly after the
expiry of such authority, and may make a purchase of Ordinary
Shares in pursuance of such contract.
The Annual Report and Accounts for the fifteen months to 30 June
2014 are available on the Company's website
www.tenalps.com/investors and will be posted to shareholders
today.
Ten Alps plc Tel: +44 (0) 20 7878
2311
Peter Bertram/Nitil Patel
c/o Moira McManus
www.tenalps.com
Grant Thornton, Nominated Adviser Tel: +44 (0) 20 7383
5100
Colin Aaronson/Jen Clarke/Jamie Barklem
www.grant-thornton.co.uk
This information is provided by RNS
The company news service from the London Stock Exchange
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