Simonds Farsons Cisk plc – Annual General Meeting
Simonds Farsons Cisk plc – Annual General Meeting
Simonds Farsons Cisk plc announced that yesterday, June 25, 2009, it held its 62nd Annual General Meeting. The shareholders discussed and approved the following Ordinary and Extraordinary Resolutions:
1. The Annual Report and Financial Statements of the Company for the year ended January 31, 2009, comprising the Directors’ Report, Corporate Governance — Statement of Compliance and the Independent Auditor’s Report were received and approved.
2. The Meeting approved the payment of EUR 1 million – in total net dividends:- EUR 200,000 (interim net dividend) paid out of tax exempt profits in October 2008, and EUR 800,000 (final net dividend) paid out of tax exempt profits equivalent to a total net dividend of EUR 0.038889 per share.
3. (a) With effect from June 26, 2009, the current text of Clause 5 of the Memorandum of Association is deleted, and substituted by the following text:
The Authorised Share Capital of the Company is EUR 30,000,000 divided into:
a) 30,000,000 ordinary shares of EUR 0.30 each
b) 21,000,000 preference shares of EUR 1.00 each
(b) With effect from June 26, 2009, the amount of EUR 227,031.44 from the Company’s reserves is capitalised for the purpose of increasing the current nominal and paid up value of the 25,714,286 shares in issue from EUR 0.291171 each share up to the new nominal and paid up value of EUR 0.30 each share.
(c) With effect from June 26, 2009, the amount of EUR 1,285,714.20 from the Company’s reserves is capitalised for the purpose of a bonus issue of 4,285,714 fully paid ordinary shares of a nominal value of EUR 0.30 per share, representing 1 bonus share for every 6 shares held, to be allotted to the members appearing on the Register of Members as at the close of business on the Malta Stock Exchange on the June 25, 2009 (Eligible Members) thereby increasing the issued share capital from the current 25,714,286 shares to 30,000,000 shares of EUR 0.30 each fully paid up, resulting in a paid up capital of EUR 9,000,000.
(d) With effect from June 26, 2009, the current text of Clause 6 of the Memorandum of Association is deleted, and substituted by the following text:
The issued and fully paid up capital is EUR 9,000,000 divided into 30,000,000 ordinary shares of a nominal value of EUR 0.30 each.
(e) With effect from Friday 26th June 2009, the current text of Clause 5a and Clause 5b of the Articles of Association is deleted, and substituted by the following text:
5a By an ordinary resolution taken in General Meeting, the Board of Directors may be authorised to issue 21,000,000 Preference Shares of EUR 1.00 each which authorisation shall be for a maximum period of five years renewable for further periods of 5 years each.
5b The acceptance of sub-article 5a of this article by the General Meeting as part of the Articles of Association in itself constitutes an authorisation by the General Meeting to the Board of Directors to issue 21,000,000 Preference Shares of EUR 1.00 each. This authorisation is valid for a period of five years from the date these Articles are duly registered with the Registrar of Companies, such period being renewable for further periods of five years each.
4. That the reappointment of PricewaterhouseCoopers Certified Public Accountants and Auditors be approved.
5. That the Directors be elected in accordance with Articles 20 to 22, both
inclusive of the Articles of Association of the Company.
Only two nominations were received within the stipulated time for election to the Board of Directors and consequently there was no need for an election to be held. Mr Bryan A. Gera and Dr Max Ganado LL.D., LL.M. were automatically elected as directors of the Company with effect from the conclusion of this 62nd Annual General Meeting. The other directors were confirmed in their posts.
For further information, Click Here.