Sanctuary Group: Sink or Swim?

EGM statement out

Company Sanctuary Group PLC
TIDM SGP
Headline EGM Statement
Released 12:44 20-Dec-05
Number 9636V



20 December 2005





The Sanctuary Group plc



Results of EGM on Serious Loss of Capital and EGM on Borrowing Limits



The Sanctuary Group plc (the “Company”) held two Extraordinary General Meetings today (Tuesday 20th December 2005).



At the EGM to discuss the Serious Loss of Capital, the Board of the Company outlined to shareholders the steps it has undertaken to address the issue. There were no resolutions put to this meeting.



At the EGM to discuss the Company’s Borrowing Limits, the following Resolution was passed:



That:



1. the existence and continued existence of the borrowings and indebtedness in the nature of borrowings, and any guarantee, indemnity, mortgage and/or charge in respect thereof, currently outstanding and undischarged in respect of the Company (including its £30 million Convertible Loan Notes due 2008 and the various facilities provided on or before the date hereof to the Company by the Governor and Company of the Bank of Scotland), including borrowings which are repaid and redrawn pursuant to the terms thereof be and are hereby ratified;



2. the Board be and is hereby authorised, subject as provided below, to exercise all the powers of the Company to borrow money, to guarantee, to indemnify and to mortgage or charge its undertaking, property, assets (present and future) and uncalled capital and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party, so that the aggregate amount for the time being remaining undischarged of all moneys borrowed by the Company and/or any of its subsidiaries (exclusive of moneys borrowed by the Company from and for the time being owing to any such subsidiary or by any such subsidiary from and for the time being owing to the Company or another such subsidiary) will not exceed £490,020,000 in principal amount (plus any interest, fees or expenses in connection therewith) notwithstanding that the aggregate amount for the time being remaining undischarged of all moneys borrowed by the Company and/or any of its subsidiaries (exclusive of moneys borrowed by the Company from and for the time being owing to any such subsidiary or by any such subsidiary from and for the time being owing to the Company or another such subsidiary) will exceed the limit set out in Article 114.1 of the Company’s Articles of Association; provided that such borrowing shall be authorised only until the conclusion of the Company’s next Annual General Meeting;



3. the Board be authorised to agree to such amendments to the terms of any of its existing borrowings or indebtedness in the nature of borrowings as the Board may in its absolute discretion think fit and the Board be authorised to execute and do all such acts, deeds, documents, certificates and notices as it may consider expedient in connection with such borrowings or indebtedness in the nature of borrowings.





Ends



For further information, please contact:



Philip Ranger

Director, Corporate & Investor Relations Sanctuary 0207 300 1323

END