TIDMPTV
RNS Number : 9187G
PeerTV PLC
04 July 2012
4(th) July 2012
PeerTV PLC
("PeerTV" or "the Company")
AGM Notice and Annual Report posted
PeerTV (AIM:PTV), a provider of technology solutions for the OTT
(TV over the internet) announces that is today posting the
invitation to its Annual General Meeting, held at the offices of
haysmacintyre, Fairfax House, 15 Fulwood Place, London WC1V 6AY, on
Monday 20th August 2012 at 10:30 a.m. The posting includes the
Annual Report.
At the meeting the shareholders will be asked to consider and if
thought fit to pass the following resolutions, of which resolutions
1 to 8 (inclusive) will be proposed as ordinary resolutions and
resolution 9 will be proposed as a special resolution.
Ordinary Business
Ordinary Resolutions:
1. To receive and adopt the accounts, the directors' report and
the auditors' report for the year ended 31 December 2011.
2. To re-elect Ossie Weitzman as a director who is retiring in
accordance with article 26.7 of the Articles and being eligible,
offers herself for re-election.
3. To re-elect Shmuel Zailer as a director who is retiring in
accordance with article 26.7 of the Articles and being eligible,
offers himself for re-election.
4. To re-elect Moshe Bartov as a director who is retiring in
accordance with article 26.7 of the Articles and being eligible,
offers himself for re-election.
5. To elect and appoint Avi Vermus as a director of the Company.
6. To re-appoint haysmacintyre as auditor to hold office until
the conclusion of the next annual general meeting, and to authorise
the directors to fix the remuneration of the auditor.
7. That in substitution for all existing authorities, the
directors be generally and unconditionally authorised in accordance
with section 551 of the Companies Act 2006 ("the Act") to exercise
all the powers of the Company to allot shares in the Company or to
grant rights to subscribe for or convert any security into shares
in the Company up to an aggregate nominal amount of GBP76,160.00
during the period from the date of the passing of this resolution
and expiring on the date of the next annual general meeting or on
31 December 2013, whichever is earlier, but so that this authority
shall allow the Company to make offers or agreements before the
expiry of this authority which would, or might, require shares to
be allotted or rights to subscribe for or convert security into
shares to be granted after such expiry.
Special Business
Ordinary Resolution:
8. That the authorised share capital of the Company be increased
from GBP350,025.00 divided into 70,000,000 Ordinary shares of 0.5p
each ("Ordinary Shares") and 2,500,000 Deferred shares of 0.001p
each ("Deferred Shares"), to GBP400,050.00 by the creation of
10,000,000 new Ordinary Shares and 2,500,000 new Deferred Shares,
each respective class of share ranking pari passu in all respects
with the Ordinary Shares and Deferred Shares existing in the
capital of the Company.
Special Resolution:
9. That the directors be authorised pursuant to section 570 of
the Act to allot equity securities, as defined in section 560 of
the Act, as if section 561(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to the
allotment or allotments of equity securities made in respect of any
of the following circumstances:
a) in connection with or the subject of an offer or invitation,
open for acceptance for a period fixed by the directors, by way of
rights or open offer to holders of ordinary shares and such other
equity securities of the Company as the directors may determine on
the register on a fixed record date in proportion (as nearly as may
be) to their respective holdings of such securities or in
accordance with the rights attached thereto (including equity
securities which, in connection with such offer or invitation, are
the subject of such exclusions or other arrangements as the
directors may deem necessary or expedient to deal with fractional
entitlements that would otherwise arise or with legal or practical
problems under the laws of, or the requirements of any recognised
regulatory body or any stock exchange in any territory or otherwise
howsoever); or
b) otherwise than pursuant to sub-paragraph (a) above, in
respect of equity securities up to an aggregate nominal value of
GBP76,160.00;
and shall expire on the date of the next annual general meeting
of the Company or on 31 December 2013, whichever is earlier, except
that the Company may before such expiry make offers or agreements
which would or might require equity securities to be allotted after
such expiry, and notwithstanding such expiry, the directors may
allot equity securities in pursuance of such offers or agreements
as if the power hereby conferred had not expired.
Leon Nahon, Chairman of PeerTV said: "We recommend the
appointment of Avi Vermus, the CEO of Digitek Holdings Limited as
an additional director of the Company and will welcome his
membership on the board. Avi joined Digitek as CFO in April 2011
and was appointed CEO in January 2012. He has been vital in
restructuring its business, renegotiating the bank facilities and
putting Digitek on a sounder economic footing. He combines many
years of experience in this industry with his financial acumen
gained from being a Certified Public Accountant in Israel."
Further enquiries:
PeerTV Plc
Leon Nahon, Chairman +972 974 07315
Libertas Capital Corporate Finance Limited
Thilo Hoffmann/Andrew McLennan +44 (0) 20 7569 9650
Rivington Street Corporate Finance
Jon Levinson/Eran Zucker +44 (0) 20 7562 3384
Bishopsgate Communications
Nick Rome/Sam Allen +44 (0) 20 7562 3350
peertv@bishopsgatecommunications.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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