Avacom: EGM approved reduction of losses from share premium, reduction of capital and rights issue
The Extraordinary General Meeting of Avacom Public Company Ltd held in August 3, 2007 approved the following resolutions:
1. Special Resolution 1
That the sum of £5,559,157 (€9,584,753) credited in the Share Premium be used for the reduction of accumulated losses due to the fact that it is not represented in the Company’s assets.
2. Special Resolution 2
That the authorized share capital, which amounts to £10,000,000 (€17,241,379) divided into 200,000,000 ordinary shares of 5 cents (€0.086) each and the issued share capital, which amounts to £5,119,916.3 (€8,827,441.74) divided into 102,398,326 ordinary fully paid shares of 5 cents (€0.086) each be reduced to £7,440,041.85 (€12.827,658.13) divided into 297,601,674 ordinary shares of 2.5 cents (€0.043) each (authorized) and £2,559,958.15 (€4,413,720.87) divided into 102,398,326 ordinary fully paid shares of 2.5 cents (€0.043) each (issued) and that this reduction be carried out with the reduction of the nominal value of the share from 5 cents (€0.086) each to 2.5 cents (€0.043) each, since the amount of 2.5 cents per issued and fully paid ordinary share is not represented in the assets due to losses. Following the court’s approval, the authorized share capital will be increased to £10,000,000 (€17,241,379), which will be divided in 400,000,000 ordinary shares of 2.5 cents each.
3. Special Resolution 3
That following the enforcement of resolutions 1 and 2, the issued share capital be increased by 25 cents and 10 new shares of nominal value 2.5 cents per share be issued for the proper capital spilt. Following the increase, the issued capital will amount to £2,559,958.40 (€4,413,721.30) divided into 102,398,336 shares of nominal value 2.5 cents per share.
4. Ordinary Resolution 1
That with the enforcement of special resolutions 1, 2 and 3, the authorized share capital, which will amount to £10,000,000 (€17,241,379) divided into 400,000,000 ordinary shares of 2.5 cents (€0.0431) each and the issued share capital, which will amount to £2,559,958.40 (€4,413,721.30) divided into 102,398,336 ordinary fully paid shares of 2.5 cents (€0.0431) each be consolidated to £10,000,000 divided into 50,000,000 ordinary shares of 20 cents (€0.345) each (authorized) and £2,559,,958.40 divided into 12,799,792 ordinary fully paid shares of 20 cents (€0.345) each (issued) and that this consolidation be carried out with the consolidation of the nominal value of every 8 shares of 2.5 cents each to 1 share of nominal value 20 cents each.
5. Ordinary Resolution 2:
That following the approval of special resolutions 1, 2 and 3 and the ordinary resolution 1 and their ratification by the District Court, the Company proceeds to:
The issue and allocation of up to 6,399,895 shares of nominal value £0.20 each, which will be offered in order of precedence to the existing shareholders at the price of £0.20 each.
The shares will be offered in the form of 12,799,791 Rights to the ratio of 1 Right for every existing share. The above Rights will be converted into shares to the ratio of 2 for 1 (for every 2 Rights, 1 new share) at the exercise price of £0.20 per new share.
The payment of the shares will be carried out at the acceptance of the offer by the shareholders who will declare that they will accept the Rights.
The Board of Directors is authorized to proceed to all necessary actions for the issue, allocation and listing of the Rights and shares that will result in the CSE, pursuant to the relevant laws and regulations.
All indisposed shares after the expiry of the Rights will be offered at the same price and under the same terms payable to strategic investor/s and/or as a consideration for the purchase of properties and/or the acquisition of other companies or businesses at the sole discretion of the Board of Directors.
1. Special Resolution 1
That the sum of £5,559,157 (€9,584,753) credited in the Share Premium be used for the reduction of accumulated losses due to the fact that it is not represented in the Company’s assets.
2. Special Resolution 2
That the authorized share capital, which amounts to £10,000,000 (€17,241,379) divided into 200,000,000 ordinary shares of 5 cents (€0.086) each and the issued share capital, which amounts to £5,119,916.3 (€8,827,441.74) divided into 102,398,326 ordinary fully paid shares of 5 cents (€0.086) each be reduced to £7,440,041.85 (€12.827,658.13) divided into 297,601,674 ordinary shares of 2.5 cents (€0.043) each (authorized) and £2,559,958.15 (€4,413,720.87) divided into 102,398,326 ordinary fully paid shares of 2.5 cents (€0.043) each (issued) and that this reduction be carried out with the reduction of the nominal value of the share from 5 cents (€0.086) each to 2.5 cents (€0.043) each, since the amount of 2.5 cents per issued and fully paid ordinary share is not represented in the assets due to losses. Following the court’s approval, the authorized share capital will be increased to £10,000,000 (€17,241,379), which will be divided in 400,000,000 ordinary shares of 2.5 cents each.
3. Special Resolution 3
That following the enforcement of resolutions 1 and 2, the issued share capital be increased by 25 cents and 10 new shares of nominal value 2.5 cents per share be issued for the proper capital spilt. Following the increase, the issued capital will amount to £2,559,958.40 (€4,413,721.30) divided into 102,398,336 shares of nominal value 2.5 cents per share.
4. Ordinary Resolution 1
That with the enforcement of special resolutions 1, 2 and 3, the authorized share capital, which will amount to £10,000,000 (€17,241,379) divided into 400,000,000 ordinary shares of 2.5 cents (€0.0431) each and the issued share capital, which will amount to £2,559,958.40 (€4,413,721.30) divided into 102,398,336 ordinary fully paid shares of 2.5 cents (€0.0431) each be consolidated to £10,000,000 divided into 50,000,000 ordinary shares of 20 cents (€0.345) each (authorized) and £2,559,,958.40 divided into 12,799,792 ordinary fully paid shares of 20 cents (€0.345) each (issued) and that this consolidation be carried out with the consolidation of the nominal value of every 8 shares of 2.5 cents each to 1 share of nominal value 20 cents each.
5. Ordinary Resolution 2:
That following the approval of special resolutions 1, 2 and 3 and the ordinary resolution 1 and their ratification by the District Court, the Company proceeds to:
The issue and allocation of up to 6,399,895 shares of nominal value £0.20 each, which will be offered in order of precedence to the existing shareholders at the price of £0.20 each.
The shares will be offered in the form of 12,799,791 Rights to the ratio of 1 Right for every existing share. The above Rights will be converted into shares to the ratio of 2 for 1 (for every 2 Rights, 1 new share) at the exercise price of £0.20 per new share.
The payment of the shares will be carried out at the acceptance of the offer by the shareholders who will declare that they will accept the Rights.
The Board of Directors is authorized to proceed to all necessary actions for the issue, allocation and listing of the Rights and shares that will result in the CSE, pursuant to the relevant laws and regulations.
All indisposed shares after the expiry of the Rights will be offered at the same price and under the same terms payable to strategic investor/s and/or as a consideration for the purchase of properties and/or the acquisition of other companies or businesses at the sole discretion of the Board of Directors.
