MDZ Mediazest Plc

 
TIDMMDZ 
 
9 November 2023 
 
MediaZest Plc 
 
("MediaZest", or the "Group"; AIM: MDZ) 
 
Notice of General Meeting 
 
MediaZest (AIM: MDZ), the audio-visual solutions provider, announces that a 
Notice of General meeting (the "General Meeting") will be posted to shareholders 
today. The General Meeting will be held on 27 November 2023 at 11.00 a.m. at 
Unit 9, Woking Business Park, Albert Drive, Woking, GU21 5JY. 
 
The formal notice of the General Meeting including full details of all 
resolutions proposed ("Resolutions") is available to view on the Company's 
website at https://www.mediazest.com/. 
 
Background To and Reasons for the Renewal of Share Capital Authorities 
 
At the Annual General Meeting of the Company on 31 March 2023, the Company 
passed an ordinary resolution pursuant to s.551 of the Companies Act 2006 (the 
"Act") to generally and unconditionally authorise the directors of the Company 
(the "Directors") to allot shares or grant rights to subscribe for or to convert 
any security into shares up to an aggregate nominal value of £56,000, which 
equates to 560,0000,000 ordinary shares at a nominal value of 0.1 pence each 
("Ordinary Shares"). The Company also passed a special resolution disapplying 
pre-emption rights in relation to the issue of such shares. On 5 August 2023, 
the Company entered into a convertible loan note instrument (the "CLN") granting 
£130,000 of convertible loan notes to certain note holders. The Company has 
therefore potentially utilised some of these share authorities it obtained on 31 
March 2023 by entering into the CLN. 
 
The Company considers it prudent therefore to ask shareholders for new 
authorities at the General Meeting in order to provide the Company with the 
ability and flexibility to raise further funds through the issue of additional 
equity capital. 
 
Current Trading 
 
The unaudited interim results issued on 30 June 2023 and the trading updates 
subsequently issued on 19 July 2023 and 19 October 2023 provide an update on 
current trading. 
 
General Meeting 
 
A summary and brief explanation of the Resolutions to be proposed at the General 
Meeting is set out below. Please note that this is not the full text of the 
Resolutions, and you should read this paragraph in conjunction with the 
Resolutions contained in the Notice of General Meeting. 
 
Resolution 1 - an ordinary resolution to grant the Directors authority to allot 
or grant rights to subscribe for shares in the capital of the Company up to an 
aggregate nominal value of £84,000, in accordance with the Act. Unless 
previously revoked or varied, this authority will expire on the conclusion of 
the next Annual General Meeting of the Company. 
 
Resolution 2 - a special resolution to disapply statutory pre-emption rights in 
respect of: (a) the allotment of equity securities which takes place in 
connection with a rights issue or other similar offer; and (b) the allotment or 
grant of rights to subscribe for shares up to an aggregate nominal value of 
£84,000. This Resolution is conditional upon the passing of Resolution 1. 
Section 561 of the Act requires that a company issuing shares for cash must 
first offer them to existing shareholders following a statutory procedure which, 
in the case of a rights issue, may prove to be both costly and cumbersome. This 
resolution excludes that statutory procedure as far as rights issues are 
concerned. It also allows the Directors to allot up to 840,000,000 Ordinary 
Shares. The Directors believe that the powers provided by this resolution will 
maintain a desirable degree of flexibility. Unless previously revoked or varied, 
the disapplication will expire on the conclusion of the next Annual General 
Meeting of the Company. 
 
Resolution 1 is being proposed as an ordinary resolution and requires approval 
by a simple majority of those votes cast (by persons present in person or by 
proxy) at the General Meeting for the resolution to be passed. 
 
Resolution 2 is being proposed as a special resolution and requires approval by 
not less than three quarters of the votes cast (by persons present in person or 
by proxy) at the General Meeting for the resolution to be passed. 
 
Action To Be Taken 
 
The Company values shareholder participation and the votes of shareholders, so 
it encourages all shareholders to exercise their voting rights by completing and 
submitting a proxy form as soon as possible. 
 
A Form of Proxy for use at the General Meeting accompanies this document. You 
are asked to complete the Form of Proxy and return it to the Company's 
registrars, Share Registers Limited at 3 The Millennium Centre, Crosby Way, 
Farnham, Surrey GU9 7XX so as to be received by no later than 11.00 a.m. on 23 
November 2023 (or, in the case of an adjournment of the General Meeting, not 
less than 48 hours (excluding any part of a day that is not a Business Day) 
before the time and date fixed for the holding of the adjourned meeting). 
 
Or you can register your vote for the General Meeting by visiting 
www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then 
following the on-screen instructions (you can locate your unique log-in details 
on the top of the proxy form). 
 
If you hold your Ordinary Shares in uncertificated form in CREST, you may vote 
using the CREST Proxy Voting Service in accordance with the procedures set out 
in the CREST Manual. Further details are also set out in the notes to the Notice 
of General Meeting at the end of this document. 
 
Shareholders are asked to complete the Form of Proxy in accordance with the 
instructions printed on it so as to be received by the Company's registrars, 
Share Registers Limited, as soon as possible but in any event no later than 
11.00 a.m. on 23 November 2023. 
 
Recommendation 
 
The Board considers that the renewal of the share authorities and the 
Resolutions are in the best interests of the Company and its Shareholders as a 
whole and accordingly recommends that Shareholders vote in favour of the 
Resolutions. 
 
If the Resolutions are approved at the General Meeting, there is no certainty 
that the Company will be able to raise funding at a suitable valuation or at 
all. 
 
If the Resolutions are not approved at the General Meeting and no alternative 
funding can be raised, the Company's ability to fulfil its future aims and 
objectives may be at risk. 
 
This announcement contains inside information for the purposes of Article 7 of 
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by 
virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in 
accordance with the Company's obligations under Article 17 of MAR. 
 
Enquiries: 
Geoff Robertson                 0845 207 9378 
Chief Executive Officer 
MediaZest Plc 
David Hignell/Adam Cowl         020 3470 0470 
Nominated Adviser 
SP Angel Corporate Finance LLP 
Claire Noyce                    020 3764 2341 
Broker 
Hybridan LLP 
 
Notes to Editors: 
 
About MediaZest 
 
MediaZest is a creative audio-visual systems integrator that specialises in 
providing innovative marketing solutions to leading retailers, brand owners and 
corporations, but also works in the public sector in both the NHS and Education 
markets. The Group supplies an integrated service from content creation and 
system design to installation, technical support, and maintenance. MediaZest was 
admitted to the London Stock Exchange's AIM market in February 2005. For more 
information, please visit www.mediazest.com 
 
 
This information was brought to you by Cision http://news.cision.com 
 
 
END 
 
 

(END) Dow Jones Newswires

November 13, 2023 05:50 ET (10:50 GMT)

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