18th Dec 2012 07:00
IMMEDIATE RELEASE | 18 December 2012 |
eg solutions plc
Notice of General Meeting
eg solutions plc ("eg" or "the Company"; LSE-AIM: EGS), the back office optimisation software company, has distributed a circular to shareholders convening a general meeting.
Background
At the annual general meeting of the Company held on 6 June 2012, Shareholders passed a resolution granting the Board authority to allot up to 1,429,400 Shares otherwise than on a pre-emptive basis. At the date of this document no such Shares have been allotted.
When the Company announced its interim results on 19 September 2012, it reported that the back office optimisation market is growing internationally and that demand for its market-leading products and services is increasing. These trends are continuing along with management's focus on executing projects following significant new client wins, including ones with the potential to transform eg's financial performance. Your Board is also considering a number of opportunities with the potential to add significantly to the profitable growth of the Company.
Against this background, your Board has been considering the best means by which to fund the next stage of development of the Company. One of the options to raise such funding is a placing of Shares. Your Board believes that in order to undertake any such placing a further authority to allot Shares otherwise than pre-emptively is required.
At the general meeting Shareholders will be asked to grant the Board a further authority to allot up to 5,000,000 Shares otherwise than pre-emptively. This authority will replace that granted at the annual general meeting.
Reasons for Disapplication of Pre-emption Rights
Under the Companies Act 2006, unless shareholders in a company have, by special resolution, granted its directors authority to allot shares otherwise than pre-emptively, a company must offer its shares to all shareholders in proportion to their shareholdings. This can be a cumbersome and expensive process, as a prospectus approved by the Financial Services Authority and prepared in accordance with the Prospectus Rules is required.
Your Board believes that in order to undertake a cost effective and efficient fundraising, a resolution to disapply pre-emption rights over up to 5,000,000 Shares is required.
Recommendation
The Board considers that the passing of the Resolution is in the best interest of the Company and Shareholders, taken as a whole. The Board unanimously recommends that you vote in favour of the proposed Resolution as those Directors who are also Shareholders intend to do in respect of their own beneficial holdings, amounting in aggregate to 8,136,867 Ordinary Shares, representing 57 per cent. of the existing issued share capital of the Company.
Directors' interest in the shares of the Group as at 17 December 2012, including family interests, were as follows:
Beneficial | Holding | % |
EA Gooch and family | 7,303,977 | 51.1 |
R Baker-Bates | 805,000 | 5.6 |
P Lee | 27,890 | 0.20 |
Total directors' holdings | 8,136,867 | 56.9 |
EA Gooch has non-beneficial interests in 1,870,085 shares which are held through the eg solutions plc Employee Benefit Trust.
The general meeting to consider the Resolution in the circular will be held at 10.00 a.m. on Wednesday 9 January 2013 at Barn 1, Dunston Business Village, Stafford Road, Dunston, Stafford, Staffordshire, ST18 9AB.
The circular to shareholders is available on the eg solutions plc website at www.eguk.co.uk
END
CONTACTS
eg solutions plc | 01785-715772 |
Elizabeth Gooch, Chief Executive Officer | www.eguk.co.uk |
Bankside | 020-7367-8888 |
Simon Bloomfield or James Irvine-Fortescue | |
Panmure Gordon | 020-7459-3600 |
Fred Walsh or Charles Leigh-Pemberton |
About eg solutions plc
eg solutions plc is a global back office optimisation software company. Our software provides historic, real-time and predictive Operational MI. When implemented with our training programme for managers and team leaders to use this intelligence, we guarantee improvements in operational results in short timescales.
The Company, which is listed on the Alternative Investment Market ('AIM') of the London Stock Exchange, is committed to customer satisfaction and the ongoing development of its operations management solutions.
Related Shares:
eg Solutions PLC