19th Nov 2012 10:28
16th November 2012
Helphire Group plc ("the Company")
A copy of the following resolutions regarding special business which were passed at the Annual General Meeting of the Company held on 16th November 2012 have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.do
Resolution 7 (Ordinary Resolution)
That, (in substitution for any existing authority which is hereby revoked but without prejudice to the validity of any allotment pursuant to such previous authority) the directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to allot shares in the company (or grant rights to subscribe for or to convert any security into shares) up to an aggregate nominal value of £5,522,461 to such persons at such times and on such terms as they think proper such authority, unless previously revoked, varied or renewed by the Company in general meeting, shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2013 or, if earlier, 15 months after the date of passing of this resolution, save that the Company may prior to the expiry of such period make an offer or agreement which would or might require shares to be allotted (or rights to subscribe for or to convert any security into shares) after the expiry of the said period and the Directors may allot shares in the company (or grant rights to subscribe for or to convert any security into shares) in pursuance of such offer or agreement notwithstanding the expiry of the authority given by this resolution.
Resolution 8 (Special Resolution)
That, subject to the passing of resolution 7 above (in substitution for any existing authority which is revoked) but without prejudice to the validity of any allotment pursuant to such authority, the directors be and are empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by resolution 8 as if section 561(1) of the Act did not apply to any such allotment provided that the power conferred by this resolution shall be limited to:-
(a) the allotment of equity securities to the holders of ordinary shares in the Company in proportion (as nearly as may be practicable) to the respective numbers of ordinary shares held by them and holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the directors of the Company otherwise consider necessary, and so that the directors of the Company may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(b) the allotment of equity securities up to an aggregate nominal value not exceeding £828,370.
This power, unless previously renewed, varied or revoked by the Company in general meeting, shall expire at the end of the next Annual General Meeting of the Company to be held in 2013 or, if earlier, on the date 15 months after the passing of such resolution, but shall extend to the making, before such expiry, of an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.
XLONRelated Shares:
REDD.L