Utilitywise plc Re: AGM notice (3553Z)
10 December 2014 - 8:30PM
UK Regulatory
TIDMUTW
RNS Number : 3553Z
Utilitywise plc
10 December 2014
Utilitywise plc (the "Company")
Annual General Meeting ("AGM") and Notice to Shareholders:
Correction
Further to the notice of the AGM of the Company dated 14(th)
November 2014, to be held on 15(th) December 2014, and the posting
of a circular to shareholders containing notice of the resolutions
to be considered at the AGM (the "Notice"), the Company announces
that, due to errors of a clerical nature it is making the following
corrections to the text of two resolutions set out in the
Notice:
Resolution 8 (i) and (ii)(tabled as an ordinary resolution)
referred to one third of the issued share capital being a nominal
amount of GBP24,008,248 whereas it should have referred to
GBP24,008.24 in each case; and
Resolution 9 (tabled as a special resolution) referred to 5% of
the issued share capital being a nominal amount of GBP3,601,237
whereas it should have referred to GBP3,601.23. The reference to
Resolution 13 should be a reference to Resolution 8 in the
Notice.
The revised resolutions 8 and 9 are therefore:
8.(i) THAT, subject to and in accordance with Article 9 of the
Articles of Association of the Company, the Directors be and are
hereby generally and unconditionally authorised pursuant to section
551 of the Companies Act 2006 (the "Act") (in substitution for any
existing authority to allot relevant securities) to allot shares in
the Company and to grant rights to subscribe for or to convert any
security into shares in the Company up to an aggregate nominal
amount of GBP24,008.24 (being one third of the issued share capital
of the Company) provided that such authority shall expire on the
conclusion of the next annual general meeting of the Company after
the passing of this resolution, save that the Company may before
such expiry make an offer or agreement which would or might require
such shares to be allotted or rights to subscribe for or convert
securities into shares to be granted after such expiry, and the
board may allot shares and grant rights to subscribe or convert
securities into shares in pursuance of such offer or agreement as
if the authority conferred by this resolution had not expired,
and further,
8.(ii) THAT,the Directors be and they are hereby generally and
unconditionally authorised to exercise all powers of the Company to
allot equity securities (within the meaning of section 560 of the
Act) in connection with a rights issue in favour of ordinary
shareholders where the equity securities respectively attributable
to the interests of all ordinary shareholders are proportionate (as
nearly as may be) to the respective numbers of ordinary shares held
by them up to an aggregate nominal amount of GBP24,008.24 (being
one third of the issued share capital of the Company) provided that
this authority shall expire on the conclusion of the next annual
general meeting of the Company after the passing of this resolution
save that the Company may before such expiry make an offer or
agreement which would or might require equity securities to be
allotted after such expiry and the board may allot equity
securities in pursuance of such an offer or agreement as if the
authority conferred hereby had not expired.
9. THAT, subject to the passing of resolution 8 as set out in
the notice of this meeting, and in accordance with Article 9 of the
Articles of Association of the Company, the Directors be and are
hereby empowered pursuant to section 570 of the Companies Act 2006
to allot equity securities (within the meaning of section 560 of
the Act) for cash pursuant to the general authority conferred by
resolution 8 as set out in the notice of this meeting and be
empowered pursuant to section 573 of the Act to sell ordinary
shares (as defined in section 560 of the Act) held by the Company
as treasury shares (as defined in section 724 of the Act) for cash,
as if section 561(1) of the Act did not apply to such allotment or
sale, provided that this power shall be limited to allotments of
equity securities and the sale of treasury shares:
(i) in connection with or pursuant to an offer by way of rights,
open offer or other pre-emptive offer to the holders of shares in
the Company and other persons entitled to participate therein in
proportion (as nearly as practicable) to their respective holdings,
subject to such exclusions or other arrangements as the Directors
may consider necessary or expedient to deal with fractional
entitlements or legal or practical problems under the laws of any
territory or the regulations or requirements of any regulatory
authority or any stock exchange in any territory;
(ii) otherwise than pursuant to sub-paragraph (i) above, up to
an aggregate nominal amount of GBP3,601.23 being approximately 5
per cent of the Company's issued share capital;
and such power shall expire on the conclusion of the next annual
general meeting of the Company after the passing of this resolution
save that the Company may before such expiry make an offer or
agreement which would or might require equity securities to be
allotted or treasury shares to be sold after such expiry, and the
board may allot equity securities or sell treasury shares in
pursuance of such an offer or agreement as if the power conferred
by this resolution had not expired.
As these are clerical errors of a patent nature, capable of
being amended at the AGM in accordance with the Articles of
Association (Article 56.2), no new Notice will be sent out, and the
alteration to correct the above stated errors in Resolutions 8 and
9 will be effected by a motion passed at the AGM. Copies of the
amended Notice have been uploaded to the Company's website
www.utilitywise.plc and will be available for inspection at the
Company's registered address (Utilitywise House, 3 & 4 Cobalt
Park Way, Cobalt Business Park, North Tyneside, Tyne & Wear,
NE28 9EJ) for a period of one month from the date of this
notification.
For further information:
Utilitywise PLC 0870 626 0559
Geoff Thompson, CEO
Andrew Richardson, Deputy CEO
Jonathan Kempster, CFO
finnCap (NOMAD and broker) 020 7220 0500
Matt Goode / Charlotte Stranner /
Henrik Persson (Corporate Finance)
Simon Johnson (Corporate Broking)
Newgate Threadneedle 020 7653 9850
Josh Royston / John Coles / Hilary
Millar
This information is provided by RNS
The company news service from the London Stock Exchange
END
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