MFS: EGM approves consolidation of shares, increase in capital and listing of shares
14/11/2005 12:30
MFS Holdings Public Company Ltd announces that the Extraordinary General Meeting held on Friday, November 11, 2005 at 11.00 am at the Hilton Hotel in Nicosia approved the following resolutions:
Ordinary Resolution 1
We, the members of MFS Holdings Public Company Ltd, decided that from 11/11/2005 the 300,000,000 shares of nominal value £0.04 each of the Company’s nominal capital be consolidated and divided into 30,000,000 shares of nominal value £0.40 each.
We also decided that from 11/11/2005 the 173,929,010 shares of nominal value £0.04 each of the issued share capital be consolidated and divided into 17,392,901 shares of nominal value £0.40 each in such a way that for every 10 shares of nominal value £0.04 each held, 1 share of nominal value £0.40 each will be granted.
Following the consolidation above, the nominal share capital, which is £12,000,000 divided into 300,000,000 shares of £0.04 each be converted into £12,000,000 divided into 30,000,000 shares of nominal value £0.40 each and that its issued share capital, which is £6,957,160.4 divided into 173,929,010 shares of nominal value £0.04 be converted into £6,957,160.4 divided into 17,392,901 shares of nominal value £0.40 each.
The Board of Directors is authorized to sell at the best possible price any share resulting from the any fractional balance that might result from the consolidation of shares and share out the income to the beneficiaries on a pro rata basis. The income will be available at the Company’s registered office in Nicosia.
Special Resolution 2
That the Company increase its issued share capital by £5,000,000, with the issue and allocation of 12,500,000 new shares of nominal value £0.40 each to their nominal value and therefore
- adopt the Directors’ report on the proposed issue price based on the report of the independent expert Εgnatia Financial Services (Cyprus) Ltd.
- the existing shareholders disclaim their preference rights and adopt the Directors’ report on the reasons for the refusal of their preference rights and the issue price of 40 cents per share.
- approve the issue and allocation of new shares to a limited number of investors that will not exceed 20, who have expressed or will express an interest for their participation / strengthening of their participation in the company, provided that the consideration by each shareholder will not be lower than £100,000 each.
- approve the distribution of shares to investors that include major shareholders or persons associated to them (natural and legal), including the members of the Board of Directors of the Company, Liberty Life Insurance Public Company Ltd and White Moon Services Ltd.
- that the allocation of new shares be carried out in cash or against contribution of asset(s) of equal value, evaluated by at least two independent persons and that the allocation of the shares be carried out following the submission of the aforementioned reports.
Special Resolution 3
That the Company submits an application for the listing of 12,500,000 new shares of nominal value £0.40 to the CSE and prepares a Prospectus pursuant to the provisions of the Public Offer and Prospectus Law 2005, which will be submitted to the Securities and Exchange Commission.
Ordinary Resolution 1
We, the members of MFS Holdings Public Company Ltd, decided that from 11/11/2005 the 300,000,000 shares of nominal value £0.04 each of the Company’s nominal capital be consolidated and divided into 30,000,000 shares of nominal value £0.40 each.
We also decided that from 11/11/2005 the 173,929,010 shares of nominal value £0.04 each of the issued share capital be consolidated and divided into 17,392,901 shares of nominal value £0.40 each in such a way that for every 10 shares of nominal value £0.04 each held, 1 share of nominal value £0.40 each will be granted.
Following the consolidation above, the nominal share capital, which is £12,000,000 divided into 300,000,000 shares of £0.04 each be converted into £12,000,000 divided into 30,000,000 shares of nominal value £0.40 each and that its issued share capital, which is £6,957,160.4 divided into 173,929,010 shares of nominal value £0.04 be converted into £6,957,160.4 divided into 17,392,901 shares of nominal value £0.40 each.
The Board of Directors is authorized to sell at the best possible price any share resulting from the any fractional balance that might result from the consolidation of shares and share out the income to the beneficiaries on a pro rata basis. The income will be available at the Company’s registered office in Nicosia.
Special Resolution 2
That the Company increase its issued share capital by £5,000,000, with the issue and allocation of 12,500,000 new shares of nominal value £0.40 each to their nominal value and therefore
- adopt the Directors’ report on the proposed issue price based on the report of the independent expert Εgnatia Financial Services (Cyprus) Ltd.
- the existing shareholders disclaim their preference rights and adopt the Directors’ report on the reasons for the refusal of their preference rights and the issue price of 40 cents per share.
- approve the issue and allocation of new shares to a limited number of investors that will not exceed 20, who have expressed or will express an interest for their participation / strengthening of their participation in the company, provided that the consideration by each shareholder will not be lower than £100,000 each.
- approve the distribution of shares to investors that include major shareholders or persons associated to them (natural and legal), including the members of the Board of Directors of the Company, Liberty Life Insurance Public Company Ltd and White Moon Services Ltd.
- that the allocation of new shares be carried out in cash or against contribution of asset(s) of equal value, evaluated by at least two independent persons and that the allocation of the shares be carried out following the submission of the aforementioned reports.
Special Resolution 3
That the Company submits an application for the listing of 12,500,000 new shares of nominal value £0.40 to the CSE and prepares a Prospectus pursuant to the provisions of the Public Offer and Prospectus Law 2005, which will be submitted to the Securities and Exchange Commission.
