Lemeco: EGM notifications posted – Conversion of capital into euros
7/1/2008 9:29
Lemeco Silvex Industries Public Co. Ltd would like to inform the investing public that the notifications for the Extraordinary General Meeting scheduled for January 28, 2008 at 12.00 pm at the Company’s Head Office, 1 Andrea Haliou, Engomi, 2408 Nicosia, have been posted.
The Board of Directors also announces that it has added one more resolution to the EGM agenda, which will be approved by the shareholders.
The EGM agenda is as follows:
Examination and approval of the following resolutions:
A) SPECIAL RESOLUTION 1
“Taking into account the evaluation of Explosal Trading Ltd, which as carried out pursuant to the provisions of article 47B of the Companies’ Law Chapter 113, the Board of Directors is authorized to proceed with the issue and allocation of 165,000,000 new shares of nominal value £0.05 (€0.08543) each at the price of £0.117 (€0.20) per new share as an exchange for the acquisition of 100% of the issued share capital of Explosal Trading Ltd.
Pursuant to the provisions of article 60B(5) of the Companies’ Law Chapter 113 and taking into account the Articles of Association, the existing shareholders disclaim their right on the above issue and allocation of shares.
B) SPECIAL RESOLUTION 2
“The Special Resolution 1, which has been approved by the Extraordinary General Meeting on 2/11/2007 and is mentioned below, is cancelled and is no longer effective.
Special Resolution 1
The Board of Directors is authorized to proceed with the issue and allocation of shares of nominal value £0.05 (€0.9) each at the price of £0.0878 (€0.15) per share, which are offered on a pro rata basis to all shareholders in the Company’s register on the record date. The record date will be decided by the Board of Directors and will depend on the date of approval of the Prospectus by the Securities and Exchange Commission.
The shares will be offered to the shareholders in the form of Rights to the ratio of 1 to 1, that is, 1 Right for every 1 existing share. For every 2 Rights allocated, each shareholder is entitled to 1 share of £0.878 (€0.15). The payment of the price by the shareholders who exercise the Rights for the allocation of shares is simultaneous with the acceptance of the offer.
All unexercised Rights will be returned to the Board of Directors, which will be distributed at its sole discretion with the same price and terms. All indisposed shares after the expiry of Rights, will be distributed by the Board of Directors at its sole discretion on the basis of the same price offered to the existing shareholders.
The Board of Directors is authorized to cooperate with external consultants in the submission of an application to the CSE and the preparation of the relevant Prospectus for the issue, allocation and listing of Rights and shares in the CSE, pursuant to the CSE Law and Regulations.
Pursuant to the provisions of article 60B(5) of the Companies’ Law Chapter 113 and taking into account the Company’s Articles of Association and the written report of the Board of Directors, the existing shareholders disclaim their rights with regard to the above allocation of shares that might not be disposed after the expiry of the Rights.
SPECIAL RESOLUTION 3
“That in order to comply with the Law on the Adoption of the Euro 2007
i. The nominal value of the share be converted from £0.05 to €0.09.
ii. The nominal capital of the Company be converted and increased from £25,000,000.00 divided into 500,000,000 ordinary shares of nominal value £0.05 each to €45,000,000.00 divided into 500,000,000 ordinary shares of nominal value €0.09 each.
iii. The issued share capital of the Company be converted and increased from £2,185,000.00 divided into 43,700,000 ordinary shares of nominal value £0.05 each to €3,933,000.00 divided into 43,700,000 ordinary shares of nominal value €0.09 each.
iv. The sum corresponding to the share capital increase, that is, €199,705.85 be deducted from the Company’s reserves”.
The Board of Directors also announces that it has added one more resolution to the EGM agenda, which will be approved by the shareholders.
The EGM agenda is as follows:
Examination and approval of the following resolutions:
A) SPECIAL RESOLUTION 1
“Taking into account the evaluation of Explosal Trading Ltd, which as carried out pursuant to the provisions of article 47B of the Companies’ Law Chapter 113, the Board of Directors is authorized to proceed with the issue and allocation of 165,000,000 new shares of nominal value £0.05 (€0.08543) each at the price of £0.117 (€0.20) per new share as an exchange for the acquisition of 100% of the issued share capital of Explosal Trading Ltd.
Pursuant to the provisions of article 60B(5) of the Companies’ Law Chapter 113 and taking into account the Articles of Association, the existing shareholders disclaim their right on the above issue and allocation of shares.
B) SPECIAL RESOLUTION 2
“The Special Resolution 1, which has been approved by the Extraordinary General Meeting on 2/11/2007 and is mentioned below, is cancelled and is no longer effective.
Special Resolution 1
The Board of Directors is authorized to proceed with the issue and allocation of shares of nominal value £0.05 (€0.9) each at the price of £0.0878 (€0.15) per share, which are offered on a pro rata basis to all shareholders in the Company’s register on the record date. The record date will be decided by the Board of Directors and will depend on the date of approval of the Prospectus by the Securities and Exchange Commission.
The shares will be offered to the shareholders in the form of Rights to the ratio of 1 to 1, that is, 1 Right for every 1 existing share. For every 2 Rights allocated, each shareholder is entitled to 1 share of £0.878 (€0.15). The payment of the price by the shareholders who exercise the Rights for the allocation of shares is simultaneous with the acceptance of the offer.
All unexercised Rights will be returned to the Board of Directors, which will be distributed at its sole discretion with the same price and terms. All indisposed shares after the expiry of Rights, will be distributed by the Board of Directors at its sole discretion on the basis of the same price offered to the existing shareholders.
The Board of Directors is authorized to cooperate with external consultants in the submission of an application to the CSE and the preparation of the relevant Prospectus for the issue, allocation and listing of Rights and shares in the CSE, pursuant to the CSE Law and Regulations.
Pursuant to the provisions of article 60B(5) of the Companies’ Law Chapter 113 and taking into account the Company’s Articles of Association and the written report of the Board of Directors, the existing shareholders disclaim their rights with regard to the above allocation of shares that might not be disposed after the expiry of the Rights.
SPECIAL RESOLUTION 3
“That in order to comply with the Law on the Adoption of the Euro 2007
i. The nominal value of the share be converted from £0.05 to €0.09.
ii. The nominal capital of the Company be converted and increased from £25,000,000.00 divided into 500,000,000 ordinary shares of nominal value £0.05 each to €45,000,000.00 divided into 500,000,000 ordinary shares of nominal value €0.09 each.
iii. The issued share capital of the Company be converted and increased from £2,185,000.00 divided into 43,700,000 ordinary shares of nominal value £0.05 each to €3,933,000.00 divided into 43,700,000 ordinary shares of nominal value €0.09 each.
iv. The sum corresponding to the share capital increase, that is, €199,705.85 be deducted from the Company’s reserves”.
