PeerTV PLC Notice of annual general meeting (7397K)
27 Junho 2014 - 5:50AM
UK Regulatory
TIDMPTV
RNS Number : 7397K
PeerTV PLC
27 June 2014
PEERTV PLC
("PeerTV" or "the Company")
Notice of annual general meeting
Notice is given that the annual general meeting of the members
of the Company will be held at the offices of haysmacintyre, 26 Red
Lion Square, London WC1R 4AG, Monday 28 July 2014 at 10:30 a.m. to
consider and if thought fit to pass the following resolutions, of
which resolutions 1 to 6 (inclusive) will be proposed as ordinary
resolutions and resolutions 7 to 9 (inclusive) will be proposed as
special resolutions.
Ordinary Business
Ordinary Resolutions:
1. To receive and adopt the accounts, the directors' report and
the auditors' report for the year ended 31 December 2013.
2. To re-elect Neville Ossip Weitzman as a director who is
retiring in accordance with article 26.1 of the Articles and being
eligible, offers himself for re-election.
3. 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.
4. That in substitution for all existing unexercised
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 Ordinary
Shares in the Company up to an aggregate nominal amount of
GBP1,284,131.21 during the period from the date of the passing of
this resolution and expiring on the date of the next annual general
meeting or 15 months from the date of this resolution, 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.
5. That the directors be additionally authorised in accordance
with section 551 of the Act to exercise all the powers of the
Company to allot shares in the Company up to an aggregate nominal
amount of GBP750,000.00 upon the exercise of any warrants currently
unexpired and in issue which at the date of this Notice equals
GBP523,750.00 in nominal value of Ordinary Shares and the balance
of the aggregate nominal amount of this authority may be used by
the directors in issuing further warrants and allotting shares upon
any exercise of any such warrants issued provided that:
(i) the amount of this authority shall be diminished by the amount of any warrants that shall have lapsed (unless such warrants are renewed or replaced during the currency of this authority); and
(ii) unless previously revoked, varied or renewed by ordinary resolution of the members of the Company in general meeting, this authority shall expire upon the fifth anniversary of the date of the passing of this resolution.
6. That the directors be further authorised in accordance with
section 551 of the Act to exercise all the powers of the Company to
allot shares in the Company up to an aggregate nominal amount of
GBP1,150,000.00 upon the conversion of any of the Loan Notes in
issue in the Company pursuant to the conversion mechanism approved
by the holders of Loan Notes at a separate reconvened class meeting
of the Loan Noteholders held on 23 December 2013.
Special Business
Special Resolutions:
7. 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
GBP911,872.18
and shall, expire on the date of the next annual general meeting
of the Company or 15 months from the date of this resolution,
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.
8. That the directors be additionally authorised pursuant to
section 570 of the Act to allot equity securities, as defined in
section 560 of the Act, up to an aggregate nominal value of
GBP750,000.00 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
exercise of warrants to subscribe for Ordinary Shares, and that,
unless previously revoked, varied or renewed by ordinary resolution
of the members of the Company in general meeting, this authority
shall expire upon the fifth anniversary of the date of the passing
of this resolution.
9. That the directors be further authorised pursuant to section
570 of the Act to allot equity securities, as defined in section
560 of the Act, up to an aggregate nominal value of GBP1,150,000.00
as if section 561(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to the
conversion of Loan Notes into Ordinary Shares, and that, unless
previously revoked, varied or renewed by ordinary resolution of the
members of the Company in general meeting, this authority shall
expire upon the fifth anniversary of the date of the passing of
this resolution.
Date: 27(th) June 2014
------------------------- ---------------------------------
Registered Office: By Order of the Board
Tim Hughes
Thames House A duly authorised signatory of
Portsmouth Road SLC Corporate Services Limited
Esher, Surrey KT10 9AD Company Secretary
------------------------- ---------------------------------
Further enquiries:
PeerTV Plc
Eitan Yanuv, Chairman
+972 974 07315
Daniel Stewart & Company
Antony Legge / David Coffman
+44(0)20 7776 6550
This information is provided by RNS
The company news service from the London Stock Exchange
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