NAPS Napster Group Plc

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

ROMRLMATMBABBFT

Grafico Azioni Napster (LSE:NAPS)
Storico
Da Giu 2024 a Lug 2024

Grafico Azioni Napster (LSE:NAPS)
Storico
Da Lug 2023 a Lug 2024