The Company announced that the forthcoming Extraordinary General Meeting (the “EGM”) will be held on the 21 November 2013. 

The purpose of this EGM is to resolve an increase in the nominal value of the shares and to, following the said increase, put into effect a share split. 

 

 

Special Business 

 

Resolution 

 

1. (a) that the authorised share capital of the Company be and is hereby re-denominated from 20,000,000 ordinary shares of a nominal value of €0.232937 per share into 20,000,000 ordinary shares of a nominal value of €0.25 per share thus increasing the authorised share capital from €4,658,740 to €5,000,000; 

 

(b) that the issued share capital of the Company be and is hereby re-denominated from 10,000,000 ordinary shares of a nominal value of €0.232937 per share (the “current nominal value”) into 10,000,000 ordinary shares of a nominal value of €0.25 per share (the “new nominal value”) by the capitalisation of €170,630 from the Company's retained earnings for the purpose of paying up the difference between the current nominal value and the new nominal value, thus increasing the issued share capital from €2,329,370 to €2,500,000; 

 

(c) that following the re-denominations set out above: 

 

i) the nominal value of the company's authorised share capital is hereby again redominated and converted from 20,000,000 ordinary shares of a nominal value of  €0.25 each to 50,000,000 ordinary shares of a nominal value of €0.10 each; 

 

 ii) the nominal value of the Company’s issued share capital is hereby again re-dominated and converted from 10,000,000 ordinary shares of a nominal value of €0.25 each to 25,000,000 ordinary shares of a nominal value of €0.10 each to be 

allotted proportionately to Eligible Members at a ratio of 2.5 New Shares for each registered share; 

 

For the purposes of this resolution, the term ‘Eligible Members’ means a person registered as a holder of ordinary shares in the Company in its register of Members on the 2 December 2013. 

 

(d) subject to the passing of the above, that the Memorandum and Articles of Association of the Company be amended such that Article 4 reads as follows: 

 

“4. The authorised share capital of the Company is €5,000,000 divided into 50,000,000 shares of €0.10 each. 

 

4.1 The issued share capital of the Company is €2,500,000 divided into 25,000,000 ordinary shares of €0.10 each share, all of which are listed on the Malta Stock Exchange.” 

 

(e) the Company be and is hereby authorised to issue such number of ordinary shares to any Eligible Members whose shareholding, as a result of the share split described in paragraph (c) above, would result in the holding of fractional shares, such that each such fractional share held shall be consolidated into one integral share;

 

(f) the right of pre-emption in relation to the allotment of shares described in paragraph (e) above be and is hereby withdrawn. 

 

Shareholders on the Company’s Register of Members at the Central Securities Depositary of the Malta Stock Exchange as at the 22 October 2013 will receive notice of the EGM together with a copy of the Shareholders’ Circular.

 

 

To view the official company announcement, click here.