Resolution 10: Authority to Allot Ordinary Shares
The purpose of resolution 10 is to renew the Directors’ authority to allot shares. Under Section 551 of the Act the Directors are unable to allot Ordinary Shares in the Company or rights to subscribe for or convert securities into Ordinary Shares in the Company unless they are authorised to do so by the Company’s shareholders in general meeting. Paragraph (a) of Resolution 10 authorises the Directors to allot equity securities up to an aggregate nominal amount of £814,782.01 as reduced by the nominal amount of any equity securities issued under paragraph (b) of Resolution 10. This amount (before any reduction) represents the nominal value of the issued Ordinary Share Capital of the Company as at the last practicable business day prior to the publication of this Notice of AGM. Paragraph (b) of Resolution 10 authorises the Directors to allot equity securities in connection with an o er by way of a rights issue to holders of equity securities up to an aggregate nominal amount of £1,086,376.01, as reduced by the nominal amount of any equity securities issued under paragraph (a) of Resolution 10. This amount (before any reduction) represents the Ordinary Share Capital in issue as at the last practicable business day prior to the publication of this Notice of AGM. The authorities granted under Resolution 10 seek new authority from the shareholders to enable an equity fundraising to be supported by existing shareholders and/or to meet the capital requirements of the Company by raising nance from new shareholders. The authorities if approved, will expire at the conclusion of the Company’s next Annual General Meeting in 2018.
Resolution 11: Authority to Issue Shares for Cash/Disapplication of Pre-emption Rights
Section 561 of the Act imposes restrictions on the issue of equity securities (as that term is de ned in the Act and which includes the Company’s Ordinary Shares) which are, or are to be, paid up wholly in cash and not rst o ered to existing shareholders. Resolution 11 will give the Directors authority in certain circumstances to allot Shares for cash without the need to comply with the statutory provisions. The relevant circumstances are either where: (i) the allotment takes place in connection with a rights issue; or (ii) the allotment is limited to a maximum nominal amount of £814,782.01 (equating to 81,478,201 Ordinary Shares of one pence each), representing the nominal value of the issued Ordinary Share Capital of the Company in each case. If approved, the authorities granted under Resolution 11 will expire at the conclusion of the Company’s next Annual General Meeting in 2018.