APA Apace Media

 

TIDMAPA 
 
RNS Number : 1862S 
Apace Media PLC 
13 May 2009 
 

 
 
Apace Media plc ("Apace" or the "Company") 
 
 
Notice of General Meeting 
 
 
Apace has posted a circular convening an General Meeting to be held at the 
offices of Seymour Pierce Limited, 20 Old Bailey, London EC4M 7EN on Tuesday 
19th May 2009 at 11.00 am at which the following will be proposed: 
Special Resolution 1 - Change of the location of the management and control of 
the Company to Luxembourg 
 
 
The Board has, on January 28th, 2009, resolved to change the location of the 
management and control of the Company and the location of future board meetings 
of the Company from England to the Grand Duchy of Luxembourg. Luxembourg has 
been chosen as the new place of central management as it meets all necessary 
commercial criteria, including providing both greater certainty and stability 
for the Company's taxation position. Since January 31st, 2009 the management and 
control of the Company has been located at, and it is now proposed that the 
Company formally establishes its place of effective management and the principal 
place of its business ("principal établissement") at, 6C, Parc d'Activités 
Syrdall, L-5365 Munsbach, Grand Duchy of Luxembourg with effect from January 
31st, 2009. 
 
 
If this Resolution is passed, although the Company will remain incorporated 
solely in England, because of the transfer of the principal place of management 
and business and the centre of main interests of the Company to the Grand Duchy 
of Luxembourg, and only because of this, the Company will become a hybrid 
company, registered in both England and Luxembourg and will exist under the form 
of a société anonyme for the purposes of Luxembourg law. It will be necessary to 
adapt the Memorandum and Articles of Association in order to comply with the 
laws of both jurisdictions. 
 
 
 
 
 
 
Special Resolution 2 - New Articles of Association 
 
 
As a result of the change in the location of the management and control of the 
Company to the Grand Duchy of Luxembourg and as a result of the Company becoming 
a hybrid company, registered in both England & Wales and in Luxembourg, the 
Company's Memorandum and Articles of Associations will require adaptation or 
revision in order to contain certain requisite provisions enabling the Company 
to comply with both English and Luxembourg company laws in both jurisdictions. 
Subject to the change in the location of the management and control of the 
Company being approved under Resolution 1, it is proposed by Resolution 2 that 
the Company adopts new Articles of Association in English and French (initialled 
and marked "Articles A" by the Chairman for the purposes of identification) 
which reflect the pertinent revisions. 
 
 
The Company's current Memorandum and Articles of Association, together with a 
copy of "Articles A" proposed by Resolution 2 are available for inspection 
during normal business hours at the registered office of the Company on any 
business day and may also be inspected at the venue on the day of the General 
Meeting from 15 minutes prior to the Meeting until the conclusion of the 
Meeting. 
 
 
 
 
Ordinary Resolution 3 - Constatation du Principal Etablissement 
In order to carry out the change in the location of the management and control 
of the Company to the Grand Duchy of Luxembourg in accordance with Luxembourg 
law, it is necessary for at least 50% of the shareholders of the Company to 
resolve to appoint a proxy (or attorney) to execute, before an authorised Notary 
Public in Luxembourg, the requisite "Constatation du Principal 
Etablissement" and, subject to the change in the location of the management and 
control of the Company being approved under Resolution 1, Resolution 3 appoints 
Mr. Martin James Hardy Johnston, the Company's Finance Director, to represent 
them for the execution of the said "Constatation du Principal Etablissement". 
 
 
 
 
Ordinary Resolution 4 - Upon the change of location of the management and 
control to the Grand Duchy of Luxembourg an addition to, or replacement of, 
certain of the United Kingdom Board members by one or more new 
Luxembourg-resident directors is considered appropriate, and it was announced 
recently that Mr. Francesco Abbruzzese was appointed by the Directors to the 
Board as Non-Executive Director with effect from 29th April 2009. It is proposed 
that he be appointed a director of the Company by Shareholders at the General 
Meeting. 
 
 
A copy of the circular is available for download from the investor relations 
section of the Company's website at www.apacegroup.co.uk 
 
 
Enquiries: 
 
 
Apace Media Plc: 
Roby Burke/Martin Johnston+44 207 471 9393 
 
 
Seymour Pierce: 
Richard Feigen /John Depasquale +44 207 107 8000 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCAJMJTMMBBBBL 
 

Grafico Azioni Apace Media (LSE:APA)
Storico
Da Ago 2024 a Set 2024

Grafico Azioni Apace Media (LSE:APA)
Storico
Da Set 2023 a Set 2024