News
Notice of AGM
Lotus Resources Plc (PLUS Markets: LOTP) announces it will be holding its AGM at 10am on Tuesday 30 March 2010 at Merchant John East Securities Limited, 10 Finsbury Square London EC2A 1AD to consider the resolutions below:
ORDINARY BUSINESS
- To receive and adopt the Company's accounts and reports of the directors and the auditors for the financial year ended 30 September 2009.
- To re-elect Simon Longworth, who retires in accordance with Article 84 of the Company's Articles of Association and who, being eligible, offers himself for re-election as a director.
- To re-elect Luka Lu, who retires in accordance with Article 84 of the Company's Articles of Association and who, being eligible, offers herself for re-election as a director.
- To elect Peter McNeill who, having been appointed by the Company's board of directors since the last AGM of the Company, retires in accordance with article 79 of the Company's Articles of Association and offers himself for election as a director.
- To reappoint Mazars LLP as auditors to hold office from the conclusion of the meeting to the conclusion of the next meeting at which the accounts are laid before the Company and to authorise the directors to fix their remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, pass the following resolutions, of which Resolution 6 will be proposed as an ordinary resolution and Resolutions 7 and 8 will be proposed as special resolutions.
- That the directors of the Company be and they are hereby authorised generally and unconditionally for the purposes of section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares up to an aggregate nominal amount (within the meaning of sections 551(3) and (6) of the 2006 Act) of £1,000,000.
This authority shall be in substitution for and shall replace any existing authorities and shall expire on the conclusion of the Company's next AGM save that the Company may before such expiry make offers or agreements which would or might require shares to be allotted after such expiry and the directors may allot shares in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
- That, subject to the passing of resolution 6 the directors be and they are hereby empowered pursuant to section 571 of the 2006 Act to allot equity securities (as defined in section 560 of the 2006 Act) of the Company for cash pursuant to the authority conferred by resolution 6 as if section 561 of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to:
- the allotment for cash of ordinary shares of an aggregate nominal amount of up to £275,411.19 pursuant to warrants to subscribe for ordinary shares (substantially in the form presented to the AGM and marked "A") proposed to be granted to certain institutional and other investors;
- the allotment for cash of ordinary shares (otherwise than pursuant to sub-paragraph (a) of this resolution) of an aggregate nominal amount of up to £200,000 pursuant to warrants to subscribe for ordinary shares (substantially in the form presented to the AGM and marked "B") proposed to be granted to certain institutional and other investors; and
- the allotment of ordinary shares (otherwise than pursuant to sub-paragraphs (a) and (b) of this resolution) of an aggregate nominal amount of up to £278,213.70 pursuant to 500,000 ten per cent. cumulative convertible secured loan notes of £1 each (substantially in the terms set out in the draft loan note instrument presented to the AGM and marked "C") proposed to be issued to certain institutional and other investors;
and this power shall expire on the conclusion of the Company's next AGM save that the Company may, before such respective expiry dates make offers or agreements which would or might require equity securities to be allocated after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired. - That, subject to the passing of resolution 6 the directors be and they are hereby empowered pursuant to section 570 of the 2006 Act to allot equity securities (as defined in section 560 of the 2006 Act) of the Company for cash pursuant to the authority conferred by resolution 6 as if section 561 of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities for cash:
- in connection with or pursuant to an offer or invitation in favour of holders of equity securities in proportion (as nearly as may be practicable) to the respective number of equity securities held by them on the record date for such allotment but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirement of any regulatory body or stock exchange); and
- otherwise than pursuant to Resolution 7 and /or sub-paragraph (a) above up to an aggregate nominal amount of £110,822.72
and this power shall expire on the conclusion of the Company's next AGM save that the Company may, before such respective expiry dates make offers or agreements which would or might require equity securities to be allocated after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired.
The notice convening this AGM has been sent to shareholders together with copies of the Final Results for the year ended 30 September 2009
Copies of the, AGM notice are available for inspection at the Company's registered office Tower Bridge House, St Katharine's Way, London E1W 1DD.
The Directors of Lotus accept responsibility for this announcement.
Enquiries:
Lotus Resources Plc
Simon Longworth
Chief Executive
Tel: +976 8800 8983 and +86 (0) 1350 107 0840
James Benson
Finance Director
Tel: +44 (0) 7768 242 660
Rivington Street Corporate Finance
Eran Zucker
Tel: +44 (0) 20 7562 3389
Lothbury Financial
Michael Padley
Tel: +44 (0) 20 7011 9411