ST HELEN’S CAPITAL PLC
NOTICE OF ANNUAL GENERAL MEETING
22 August 2007
NOTICE IS HEREBY GIVEN that the NINTH ANNUAL GENERAL MEETING of the members of ST HELEN’S CAPITAL PLC will be held at 15 St Helen’s Place, London EC3A 6DE on Wednesday 26 September 2007 at 12.00 noon for the purpose of transacting the following business of which resolution 8 will be proposed as a Special Resolution:
Ordinary Business
1. To receive and adopt the Directors’ Report and the Financial Statements for the year ended 31 March 2007.
2. To approve the remuneration of the Directors in respect of the year ended 31 March 2007.
3. To elect Mr Ruari McGirr as a director of the Company.
4. To elect Mr Sebastian Wykeham as a director of the Company.
5. To re-appoint Messrs UHY Hacker Young as auditors.
6. To authorise the Directors to fix the remuneration of the auditors.
7. To consider and, if thought fit, to resolve as an Ordinary Resolution:
THAT the Directors in accordance with Section 80 of the Companies Act 1985 exercise for a period of fifteen months from the date of passing this resolution or, if earlier, until the conclusion of the Annual General Meeting of the Company held in the year 2008, all the powers of the Company to allot relevant securities (within the meaning of the said section) up to a maximum nominal amount equal to the nominal amount of the authorised but unissued share capital at the date of the passing of this resolution provided that this authority shall allow the Directors to allot any shares or grant any such rights after that period has expired in pursuance of an offer or agreement so to do made by the Company within that period as if the authority had not expired.
8. To consider and, if thought fit, to resolve as a Special Resolution:
THAT The Board be empowered pursuant to the Companies Act 1985 (“the Act”) to allot equity securities for cash as if Section 89(1) of the Act did not apply to such allotment provided that this power shall be limited to:
8.1 the allotment of equity securities (as defined in Section 94 of the Act) in connection with any offer by way of rights to the holders of ordinary shares in the Company on a record date fixed by the Board in proportion (as nearly as may be) to the number of shares then held by such holders, but subject to such exclusions or other arrangements as the Board may deem appropriate to deal with fractional entitlements or to resolve any legal or practical problems arising in connection with such an offer; and
8.2 the allotment otherwise than in connection with such an offer up to an aggregate nominal amount of the authorised but unissued share capital at the date of the passing of this resolution; and shall expire fifteen months from the passing of this Resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company held in the year 2008, save that the Company may prior to the expiry of such authority make an offer or agreement under which equity securities would or might fall to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or earlier by agreement as if the power conferred by this Resolution had not expired.
Dated 20th August 2007
By Order of the Board
Richard E. Shand, Company Secretary
Registered Office: 15 St helen's Place, Londodn EC3A 6DE
Note:
A Member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a Member of the Company. The appointment of a proxy will not preclude a Member from being present at the Meeting and voting in person if he or she should subsequently decide to do so.
The Directors of St Helen’s Capital Plc accept responsibility for this announcement.
---ENDS---
ENQUIRIES:
ST HELEN’S CAPITAL PLC 020 7628 5582
Mark Warde-Norbury, Chairman
Ruari McGirr, Chief Executive Officer
|
