iPoint-media PLC Results of General Meeting and Board Changes (0968I)
19 Luglio 2012 - 5:58PM
UK Regulatory
TIDMIPNT
RNS Number : 0968I
iPoint-media PLC
19 July 2012
iPoint-media Plc
(to be renamed Armstrong Ventures Plc)
(the "Company")
Results of General Meeting and Board Changes
The Board is pleased to announce that at the General Meeting of
the Company held earlier today all resolutions were duly passed,
consequently the Company has, inter alia:-
-- approved the capital reorganisation;
-- approved the new investing policy, and
-- approved the Company's change of name to Armstrong Ventures Plc.
Conversion of Loan Notes
As previously announced by the Company, Peterhouse Corporate
Finance Limited has placed prior to the General Meeting GBP250,000
of zero coupon Secured Loan Notes which are convertible into New
Ordinary Shares in the Company (the "Placing"). The conversion was
conditional on the Company undertaking the Capital Reorganisation,
which was approved by Shareholders' at the General Meeting.
As a result and immediately following the Capital
Reorganisation, the Secured Loan Notes have been converted into
650,195,058 new shares representing 81.2% of the enlarged, and
fully diluted, share capital of the Company. Application has been
made for the 650,195,058 New Ordinary Shares issued to the Placees
pursuant to the Placing and the 150,520,616 New Ordinary Shares
issued to existing shareholders pursuant to the Capital
Reorganisation, for which the nominal value of the Company's
ordinary shares has been changed to 0.01p, to be admitted to
trading on AIM. No application will be made for the deferred shares
to be admitted to AIM or any other exchange. Admission and dealing
is expected to occur at 8.00 a.m. on 20 July 2012.
Shareholders' CREST accounts will be amended at close of
business today to reflect the change in nominal value of the
ordinary shares. For shareholders who hold their ordinary shares in
certificated form, no new share certificates will be issued to
reflect the change in nominal value of the ordinary shares.
Existing share certificates will be valid and will continue to be
accepted as evidence of title for the new ordinary shares of 0.01p
each.
Following the admission of the ordinary shares on 20 July 2012,
the Company's total issued share capital will be 800,715,674
ordinary shares of 0.01p each. This figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FSA's
Disclosure and Transparency Rules.
Board changes
Following the completion of the General Meeting, Simon Marks,
Non-Executive Director, and Robert Hayim, Non-Executive Director
have resigned from the board and Joseph Reginald Salisbury Egerton,
Executive Director and Haresh Kanabar, Non-Executive Director, have
been appointed as directors of the Company with immediate effect.
The new Board would like to thank Simon Marks and Robert Hayim for
their contribution to the Company.
Haresh Kanabar (age 54) has over 20 years experience in senior
management of various companies and industries including many AIM
listed companies. Haresh qualified as a certified accountant in
1986. Following a number of finance positions with Fisons plc, Reed
International plc and Texas Homecare Limited he became Finance
Director of F E Barber Limited, a subsidiary of Hillsdown Holdings
Limited. In 1997 he was appointed Group Finance Director of
Whitchurch Group plc which he left in May 1998 to become finance
director of TMV Finance Limited. In 1999 he left to join Corvus
Capital Inc. where he was Chief Executive Officer until November
2002 before leaving to become Finance Director of Gaming Insight
plc. From 2004 to 2008, Haresh acted as Chief Executive Officer of
Blue Star Capital plc and currently serves as Chairman for Gasol
plc, Indian Restaurants Group plc and International Mining &
Infrastructure Corporation plc.
Joseph Reginald Salisbury Egerton (age 60) is a former Economics
Director of the British Chambers of Commerce and NATO Research
Fellow at Oxford who has become an expert on regulatory compliance
and corporate governance. Until its takeover by Deloitte &
Touche, he was Head of Strategy Services (Financial Markets) for a
leading city accountant firm, Spicer & Peglar (internationally
Spicer & Oppenheim) and after that pursued a career as an
adviser to companies on high level regulatory issues. Over the
years he has advised a range of companies, and carried out a
Skilled Person assignment required by the FSA.
Significant shareholders
As a result of the above conversion of Loan Notes, the following
shareholders have crossed a percentage threshold:
Number of
Name Shares %
Finance Carrier Limited
(Israel) 234,070,221 29.23%
First Equity Ltd 65,019,506 8.12%
Rapoport Noam 143,042,913 17.86%
Agneash Soft Commodities 65,019,505 8.12%
Ana Rose Balaga 143,042,913 17.86%
--ENDS--
FOR FURTHER INFORMATION, PLEASE CONTACT:
iPoint-media Plc
Joseph Egerton Tel: +44 (0) 7969
855 533
Libertas Capital Corporate Finance
Limited
Sandy Jamieson Tel: +44 (0)207 569
9650
Rivington Street Corporate Finance
Limited:
Jon Levinson / Lucy Williams Tel: +44 (0) 207
469 0935
This information is provided by RNS
The company news service from the London Stock Exchange
END
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