Notice of EGM
(Thomson Reuters ONE) - 29 September 2009 Essentially Group Limited Notice of EGM CircularEssentially Group Limited ("Essentially" or the "Company") is pleasedto announce that following the announcement on 22 September 2009 of arecommended share offer to be made by Chime Communications plc("Chime") to acquire the whole of the issued and to be issued sharecapital of Essentially, it has posted a circular to shareholdersconvening an extraordinary general meeting ("EGM") of the Company on10.30 a.m. on 20 October 2009.Reasons for the EGMThe Company's articles of association (the "Articles") currentlyprohibit payments being made by the Company to directors by way ofcompensation for loss of office, or as consideration for or inconnection with their retirement from office. The Directors considerthat this is not in the best interests of the Company and believethat it would be beneficial to delete this prohibition from theArticles.In order to allow the Company to pay the dividend announced on 22September 2009, it is proposed that the Articles be amended to takeadvantage of the changes made to Part 17 of the Companies (Jersey)Law 1991 (the "Law"), as amended by the Companies (Amendment No.9)(Jersey) Law 2008 (the "Amendment") which came into effect on 27 June2008. Since 27 June 2008, the Law is more flexible with regards tothe distribution regime and companies incorporated in Jersey are nowable to make distributions out of any source other than any capitalredemption reserve or nominal capital, provided that the otherrequirements under the Law are met. The Articles currently providethat interim dividends can only be paid by the Company if it appearsto the Directors that they are "justified by the profits of thecompany available for distribution". This prevents the Company frompaying an interim dividend out of a source other than profitsavailable for distribution. As the Company does not currently havesufficient profits available for distribution to pay the Dividend,the Dividend can only be paid if the Articles are amended to takeadvantage of the Amendment and enable the Dividend to be paid out ofthe Company's share premium account.Finally, the Articles currently provide that annual general meetingsof the Company and meetings of the Company called for the passing ofa special resolution or a resolution appointing a person as adirector shall be held on at least 21 clear days' notice. TheDirectors believe it would be beneficial to amend the Articles toallow the Company to take advantage of a further change to the Lawmade by the Amendment which allows all general meetings of companiesincorporated in Jersey to be held on 14 clear days' notice.The circular is available on the Company's website atwww.essentiallygroup.com.Enquiries:Bart Campbell/Dwight Mighty 020 7820 7000Essentially Group LimitedIvonne Cantu/Beth McKiernan 020 7397 8900Cenkos Securities plc---END OF MESSAGE---This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 29.09.2009 - 18:47 Uhr
Sprache: Deutsch
News-ID 6379
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