10th May 2007 17:30
McInerney Holdings PLC10 May 2007 10th May 2007 McInerney Holdings plc Annual General Meeting held on Wednesday, 9th May 2007 All Resolutions proposed at the Annual General Meeting of the Company held on9th May 2007 were duly passed, including the following items of specialbusiness: Resolution 6 That the authorised share capital of the Company be increased by €1,250,000 bythe creation of 10,000,000 new Ordinary Shares of €0.125 each. Resolution 7 That effective 6.00p.m. 18.05.2007 (and on or before such time and date, inrespect of the securities as sub-divided referred to herein, application havingbeen made to the Irish Stock Exchange and the UK Listing Authority for admissionto dealing on the Irish Stock Exchange and the Official List of the UK ListingAuthority and for admission to trading on the main market for securities of theLondon Stock Exchange) (the "Effective Date") each existing Ordinary Share of€0.125 in the capital of the Company whether issued or unissued (including, forthe avoidance of doubt, the Ordinary Shares created pursuant to Resolution 6contained in the notice of this meeting) be and is hereby sub-divided into 5Ordinary Shares of €0.025 each. Resolution 8 That the Memorandum of Association of the Company be amended with effect fromthe Effective Date (as defined in Resolution 7 contained in the Notice of theMeeting) by the deletion of the existing Clause 5 and the insertion of a newClause 5 as follows: "5. The share capital of the Company is €6,875,000. divided into275,000,000 Ordinary Shares of €0.025 each. The share capital may be reduced,increased, consolidated and divided into shares of larger amounts than itsexisting shares or sub-divided and any of the increased share capital of anypart thereof, may be issued as ordinary, preference, deferred or guaranteedshares with such preferences, rights, privileges or conditions or subject tosuch restrictions or limitations as may be determined by Special Resolution ofthe Company." Resolution 9 That the Articles of Association of the Company be amended with effect from theEffective Date (as defined in Resolution 7 contained in the notice of thismeeting) by the deletion of the existing Article 2 and the insertion of a newArticle 2 as follows: "2. The capital of the Company is €6,875,000. divided into275,000,000 Ordinary Shares of €0.025 each (the "Ordinary Shares")." Resolution 10 That the Directors be and they are hereby generally and unconditionallyauthorised, in substitution for all such existing authorise to exercise allpowers of the Company to allot relevant securities (within the meaning ofsection 20 of the Companies (Amendment) Act 1983) up to an aggregate nominalamount equal to the authorised but unissued share capital for the time beingfrom the date hereof up to and including 08.08.2008 on which date such authorityshall expire, provided that the Company may before such expiry make an offer oragreement which would or might require relevant securities to be allotted aftersuch expiry and the Directors may allot relevant securities in pursuance of suchoffer or agreement as if the authority hereby conferred had not expired. Resolution 11 That the Directors be empowered pursuant to section 24 of the Companies(Amendment) Act 1983 to allot equity securities (as defined by section 23 of theCompanies (Amendment) Act 1983) for cash pursuant to the authorities conferredby such resolution as if sub-section (1) of the said section 23 did not apply toany such allotment provided that the powers by this resolution shall be limitedto: (a) the allotment of equity securities including, without limitation, anyshares purchased by the Company under the Companies Act 1990 and held astreasury shares in connection with any offer of securities open for any periodfixed by the Directors by way of rights, open offer or otherwise in favour ofordinary shareholders and/or any person having a right to subscribe for orconvert securities into Ordinary Shares in the capital of the Company(including, without limitation, any holders of options under any share optionscheme of the Company for the time being) and subject to such exclusions orother arrangement the Directors may deem necessary or expedient in relation tolegal or practical problems under the laws of, or the requirements of nayrecognised body or stock exchange in, any territory, and; (b) (in addition to the authority conferred by paragraph (a) of thisresolution) the allotment of equity securities up to a maximum of 10,014,171shares of €0.025 each (if Resolutions 6, 7, 8 and 9 contained in the notice ofthe meeting are passed) or of 2,002,834 shares of €0.125 each (if Resolutions 6,7, 8 and 9 contained in the notice of the meeting are not passed).The power hereby conferred shall expire on the date of the next Annual GeneralMeeting of the Company unless such power shall be renewed in accordance with andsubject to the provisions of the said section 24.The Company may, before such expiry, make an offer or agreement which would ormight require any such securities to be allotted after such expiry and theDirectors may allot equity securities in pursuance of such offer or agreement asif the powers conferred hereby had not expired. Resolution 12 That the Company and/or any subsidiary (as such expression is defined by section155 of the Companies Act, 1963) of the Company is hereby generally authorised tomake market purchases (as defined by section 212 of the Companies Act, 1990) ofshares of any class of the Company ("Shares") on such terms and conditions andin such manner as the Directors may determine from time to time but subject,however, to the provisions of the Companies Act 1990 and to the followingrestrictions and provisions: (a) the aggregate nominal value of the Shares authorised to be acquiredpursuant to this resolution shall not exceed 10 per cent of the aggregatenominal value of the issued share capital of the Company as at the close ofbusiness on the date of the passing of this resolution; (b) the minimum price which may be paid for any Share shall be an amountequal to the nominal value thereof; (c) the maximum price which may be paid for any Share (a "Relevant Share")shall be an amount equal to 105 per cent of the average of the ten amountsresulting from determining whichever of the following ((A), (B) or (C) below) inrelation to shares of the same class at the Relevant Share shall be appropriatefor each of the ten consecutive business days immediately preceding the day onwhich the Relevant Share is purchased, as determined from the informationpublished in the Irish Stock Exchange Daily Official List reporting the businessdone on each of those ten business days:(A) if there shall be more than one dealing reported for the day, the averageof the prices at which such dealings took place; or;(B) if there shall be only one dealing reported for the day, the price at whichsuch dealing took place; or(C) if there shall not be any dealing reported for the day, the average of thehigh and low market guide price for the day.and if there shall be only a high (but not a low) or only a low (but not a high)market guide price reported, or if there shall not be any market guide pricereported, for any particular day then that day shall not count as one of thesaid ten business days for the purpose of determining the maximum price. If the means of providing the foregoing information as to dealings and prices byreference to which the maximum price is to be determined is altered or isreplaced by some other means then the maximum price shall be determined on thebasis of the equivalent information published by the relevant authority inrelation to dealings on the Irish Stock Exchange or its equivalent. The authority hereby conferred shall expire at the close of business on theearlier of the date of the next Annual General Meeting of the Company or09.11.2008 unless previously varied, revoked or renewed in accordance with theprovisions of section 215 of the Companies Act 1990. The Company, or any suchsubsidiary, may make before such expiry a contract for the purchase of Shares,which would or might be executed wholly or partly after such expiry and maycomplete any such contract as if the authority hereby conferred had not expired. Resolution 13 That subject to the passing of Resolution 12 contained in the notice of themeeting, for the purposes of section 209 of the Companies Act, 1990 the maximumand minimum prices at which any treasury shares (as defined by the said section209) for the time being held by the Company may be reissued off-market shall beas follows: (a) the maximum price at which any such share (a "Relevant Share") may bereissued off-market shall be an amount equal to 120 per cent of the AppropriateAverage; and (b) the minimum price at which a Relevant Share may be reissued off-marketshall be an amount equal to 95 per cent of the Appropriate Average For the purposes of the resolution the "Appropriate Average" shall mean theaverage of the ten amounts resulting from determining whichever of the following((a), (b) or (c) specified below) in relation to shares of the same class assuch Relevant Share to be reissued, as determined from the information publishedin The Irish Stock Exchange Daily Official List reporting the business done oneach of the ten business days preceding the re-issue of the treasury shares:(a) if there shall be more than one dealing reported for the day, the averageof the prices at which such dealings took place; or (b)if there shall be only one dealing reported for the day, the price at whichsuch dealing took place; or (c) if there shall not be any dealings reported for the day, the average ofthe high and low market guide price for that day; and if there shall be only ahigh (but not a low) or only a low (but not a high) market guide price reported,or if there shall not be any market guide price reported, for any particular daythen that day shall not count as one of the said ten business days for thepurpose of determining the Appropriate Average. If the means of providing the foregoing information as to dealingsand prices by reference to which the Appropriate Average is to be determined isaltered or is replaced by some other means then the Appropriate Average shall bedetermined on the basis of he equivalent information published by the relevantauthority in relation to dealings on the Irish Stock Exchange or its equivalent. The foregoing determination of the re-issue price range shall remain effectiveuntil the close of business on the earlier of the date of the next AnnualGeneral Meeting of the Company on 09.11.2008 unless previously varied or renewedin accordance with the provisions of the said section 209. Enquiries: Contact Mark Shakespeare Company Secretary Tel: 00353 1 4962010 This announcement has been issued through the Companies Announcement Service of the Irish Stock Exchange This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Medcaw Investm.