Euroinvestment: Strengthening of capital base – EGM on 10/12 for share capital
9/11/2004 10:09
We wish to inform you that at a scheduled meeting held on November 8, 2004, the Board of Directors examined the capital structure of the Company and approved the release of the following announcement.
CAPITAL STRUCTURE
We wish to inform you that at the meeting held on November 8, 2004, the Board of Directors of Euroinvestment & Finance Ltd decided to strengthen the Company’s capital base with an increase in the share capital of £2.5 million. This increase will be carried out after the reduction of capital (reduction of nominal value and wrote off of accumulated losses) and the consolidation of shares with shares of higher nominal value.
The Board of Directors decided to hold an Extraordinary General Meeting on December 10, 2004 to approve the following resolutions:
REDUCTION OF ISSUED AND AUTHORIZED CAPITAL
SPECIAL RESOLUTION 1
“That the authorized share capital of the Company, which amounts to £ 12,500,000 divided into 24,999,999 ordinary shares of £0.50 each and the issued share capital of the Company, which amounts to £9,009,447 divided into 18,018,894 ordinary fully paid shares of £0.50 each be reduced to £500,000 divided into 24,999,999 ordinary shares of £0.02 each (authorized) and £360,378 divided into 18,018,894 ordinary fully paid shares of £0.02 each (issued) and that this reduction be carried out with the reduction of the nominal value of each share from £0.50 each to £0.02 each, as the amount of £0.48 per issued and fully paid ordinary share, that is the amount of £8,649,069 due to losses is not represented by the current assets of the company.
SPECIAL RESOLUTION 2
“That the account of the Company’s capital gain which amounts to £ ΛΚ3,305,550 be reduced to £43,293 and that this reduction be carried out via the reduction of the accumulated losses by £3,262,257, which is not represented by the current assets of the company due to losses”.
CONSOLIDATION OF SHARE CAPITAL
ORDINARY RESOLUTION 3
“That with the adoption of resolutions 1 and 2, the authorized share capital of the Company, which amounts to £500,000 divided into 24,999,999 ordinary shares of £0.02 each and the issued share capital of the Company, which amounts to £360,378 divided into 18,018,894 ordinary fully paid shares of £0.02 each consolidate to £500,000 divided into 5,000,000 ordinary shares of £0.10 each (authorized) and £360,378 divided into 3,603,779 ordinary fully paid shares of £0.10 each (issued) and that this consolidation be carried out with the consolidation of the nominal value of every 5 shares of £0.02 each to 1 share of £0.10”.
INCREASE IN AUTHORIZED SHARE CAPITAL
ORDINARY RESOLUTION 4
“That with the adoption of resolutions 1, 2 and 3 the authorized share capital which will amount to £500,000 divided into 5,000,000 ordinary shares of £0.10 each increase to £1,500,000 divided into 15,000,000 ordinary shares of £0.10 each”.
The Board of Directors also decided that:
INCREASE IN ISSUED CAPITAL
Following the adoption of the aforementioned resolutions, the Company will proceed to the issue and allocation of 10,000,000 nil paid rights that will be allocated gratis to the Company’s shareholders 15-20 days after the issue of permit of the Prospectus. These rights will be allocated to the ratio of 2, 774865 rights for every 1 share. Each right will be convertible into 1 new share of nominal value £0.10 with an exercise price of £0.25 per share payable on a date that will be announced following the issue of permit of the Prospectus.
It is noted that the adoption of the resolutions above and the increase in the issued capital are subject to the completion of the procedure for the approval of the reduction by the Court.
CAPITAL STRUCTURE
We wish to inform you that at the meeting held on November 8, 2004, the Board of Directors of Euroinvestment & Finance Ltd decided to strengthen the Company’s capital base with an increase in the share capital of £2.5 million. This increase will be carried out after the reduction of capital (reduction of nominal value and wrote off of accumulated losses) and the consolidation of shares with shares of higher nominal value.
The Board of Directors decided to hold an Extraordinary General Meeting on December 10, 2004 to approve the following resolutions:
REDUCTION OF ISSUED AND AUTHORIZED CAPITAL
SPECIAL RESOLUTION 1
“That the authorized share capital of the Company, which amounts to £ 12,500,000 divided into 24,999,999 ordinary shares of £0.50 each and the issued share capital of the Company, which amounts to £9,009,447 divided into 18,018,894 ordinary fully paid shares of £0.50 each be reduced to £500,000 divided into 24,999,999 ordinary shares of £0.02 each (authorized) and £360,378 divided into 18,018,894 ordinary fully paid shares of £0.02 each (issued) and that this reduction be carried out with the reduction of the nominal value of each share from £0.50 each to £0.02 each, as the amount of £0.48 per issued and fully paid ordinary share, that is the amount of £8,649,069 due to losses is not represented by the current assets of the company.
SPECIAL RESOLUTION 2
“That the account of the Company’s capital gain which amounts to £ ΛΚ3,305,550 be reduced to £43,293 and that this reduction be carried out via the reduction of the accumulated losses by £3,262,257, which is not represented by the current assets of the company due to losses”.
CONSOLIDATION OF SHARE CAPITAL
ORDINARY RESOLUTION 3
“That with the adoption of resolutions 1 and 2, the authorized share capital of the Company, which amounts to £500,000 divided into 24,999,999 ordinary shares of £0.02 each and the issued share capital of the Company, which amounts to £360,378 divided into 18,018,894 ordinary fully paid shares of £0.02 each consolidate to £500,000 divided into 5,000,000 ordinary shares of £0.10 each (authorized) and £360,378 divided into 3,603,779 ordinary fully paid shares of £0.10 each (issued) and that this consolidation be carried out with the consolidation of the nominal value of every 5 shares of £0.02 each to 1 share of £0.10”.
INCREASE IN AUTHORIZED SHARE CAPITAL
ORDINARY RESOLUTION 4
“That with the adoption of resolutions 1, 2 and 3 the authorized share capital which will amount to £500,000 divided into 5,000,000 ordinary shares of £0.10 each increase to £1,500,000 divided into 15,000,000 ordinary shares of £0.10 each”.
The Board of Directors also decided that:
INCREASE IN ISSUED CAPITAL
Following the adoption of the aforementioned resolutions, the Company will proceed to the issue and allocation of 10,000,000 nil paid rights that will be allocated gratis to the Company’s shareholders 15-20 days after the issue of permit of the Prospectus. These rights will be allocated to the ratio of 2, 774865 rights for every 1 share. Each right will be convertible into 1 new share of nominal value £0.10 with an exercise price of £0.25 per share payable on a date that will be announced following the issue of permit of the Prospectus.
It is noted that the adoption of the resolutions above and the increase in the issued capital are subject to the completion of the procedure for the approval of the reduction by the Court.
