4th Jun 2010 16:53
Daniel Stewart Securities Plc
("Daniel Stewart" or the "Company")
Notice of General Meeting
Daniel Stewart (AIM: DAN.L), stockbroker and corporate finance adviser to smaller and medium-sized companies, announces that a circular has today been sent to shareholders of the Company ("Shareholders"), containing a Notice of General Meeting and explanatory letter from the Chairman.
The General Meeting ("GM") is to be held at the offices of the Company, Becket House, 36 Old Jewry, London EC2R 8DD at 2.00 p.m. on 28 June 2010.
The GM is required in order to provide the Directors with the requisite authority for the following (the "Proposals"):
1. to issue ordinary shares on a non pre-emptive basis in order to complete the Acquisition of MENA-RL by way of the issue of 25,000,000 new ordinary shares, to be issued as deferred consideration, as referred to in the announcement by the Company dated 21 May 2010;
2. to allot shares in the event that Brainspark Plc exercises its option to purchase up to 75,000,000 ordinary shares, as referred to in the Company's announcement dated 3 March 2010, which may or may not be exercised; and
3. to allot shares to the Company's employee benefit trust in respect of staff incentivisations.
To provide the Directors with the requisite authority, Resolutions 1 to 4 (the "Resolutions"), of which two are special resolutions and two are ordinary resolutions, will be proposed to Shareholders at the GM. The Resolutions are as follows:
Resolution 1 (special resolution)
This resolution is to amend the Company's articles of association ("Articles") to remove the statement of the authorised share capital of the Company and any related references thereto within the Articles. The Companies Act 2006 (the "Act") abolishes the requirement for a company to have an authorised share capital and these amendments will reflect this. The Directors will still be limited as to the number of shares they can at any time issue because allotment authority continues to be required under the Act, save in respect of employee share schemes;
Resolution 2 (ordinary resolution)
This resolution is to amend the Company's memorandum of association, being deemed to form part of the Articles, to delete the statement of the authorised share capital of the Company contained in paragraph 6 thereof;
Resolution 3 (ordinary resolution)
This resolution gives the Directors the authority under section 551 of the Act to allot ordinary shares in the Company for cash up to an aggregate nominal amount of £375,000 representing approximately 34.5% of the Company's issued ordinary share capital; and
Resolution 4 (special resolution)
This resolution enables the Directors to allot the new ordinary shares, as authorised under Resolution 3, on a non pre-emptive basis as if section 561(1) of the Act did not apply, thereby increasing the scope of investors to take up the new ordinary shares.
Since the year end on 31 March 2010, and with the integration of MENA-RL, the Company has seen a significant increase in turnover. The Company has also benefited from a significant inflow of new capital from new and existing shareholders. Both April and May have seen an improvement over prior months and the Directors believe that the current business pipeline is encouraging.
The Directors consider that the Proposals are in the best interests of the Company and Shareholders as a whole and accordingly have recommended that the Shareholders vote in favour of the Resolutions to be proposed at the GM, as they intend to do so in respect of their own beneficial holdings, amounting in aggregate to 48,151,981 existing ordinary shares, which represent approximately 11.06% of the Company's issued share capital.
Further information:
Peter Shea, Chief Executive Officer Daniel Stewart Securities PLC |
Tel: 020 7776 6550 |
Nick Tulloch/Ed Groome Arbuthnot Securities Limited |
Tel: 020 7012 2000 |
Nick Rome/Siobhra Murphy Bishopsgate Communications |
Tel: 020 7562 3366 |
Notes to Editors:
About Daniel Stewart
Daniel Stewart Securities is an AIM-listed company providing a range of investment banking services to Small Cap publicly traded and non-publicly traded companies. The Group has two subsidiaries, Daniel Stewart and Company, the Group's principal operating subsidiary, which is authorised and regulated by the Financial Services Authority and is a member of the London Stock Exchange, and Daniel Stewart Capital, the Group's leasing and debt financing division.
Daniel Stewart is regulated by the FSA, is an AIM Nominated Adviser and PLUS Market corporate adviser, as well as being a regulated broker to both the Official List and AIM. It currently acts for approximately 50 AIM companies and is actively seeking to increase its client base with companies who will benefit from its specialised corporate advisory and institutional stock broking services.
Related Shares:
Daniel Stewart Securities Plc