Guild Acquisitions plc
LSE : GAQO

March 16, 2010 08:00 ET

Proposed Share Capital Restructuring and Notice of EGM

                  

                                                                                          ISIN IM00B1DT3K12
                                                                                                 16/03/2010

                                          GUILD ACQUISITIONS PLC

             Proposed Share Capital Restructuring and Notice of Extraordinary General Meeting
                                                     
The following document was sent to shareholders on Monday 15 March 2010:


STRICTLY  PRIVATE AND CONFIDENTIAL.  This document is intended only for the person to whom it is addressed;
it may not be sent, copied or otherwise distributed to any member of the public.

THIS  DOCUMENT AND THE ACCOMPANYING PROXY FORMS ARE IMPORTANT.  If you are in any doubt about the  contents
of  this  document or as to the action you should take, you are recommended immediately to  seek  your  own
personal  financial advice from your stockbroker, bank manager, attorney, solicitor, accountant or licensed
independent financial adviser, who specialises in advising on shares and other securities.

                                          GUILD ACQUISITIONS PLC
             (a company incorporated in the Isle of Man under the Companies Acts 1931 to 2004)
                                                     
                                   Proposed Share Capital Restructuring
                                                     
                                          Notice of Class Meeting
                                                     
                                                    and
                                                     
                                  Notice of Extraordinary General Meeting
                                                     
                                   This document is dated 15 March 2010

Your  attention  is  drawn  to the "Definitions" section of this document, which sets  out  definitions  of
certain words and expressions used in this document.

This  document should be read as a whole.  Your attention is drawn to the letter to the holders of Ordinary
Shares  from  the Board which is set out in this document.  The letter contains a recommendation  that  you
vote  in  favour  of  the Class Resolution to be proposed at the Class Meeting and the  Resolutions  to  be
proposed at the Extraordinary General Meeting.

Notice  of the Class Meeting of the holders of Ordinary Shares to be held at 11.30 am on Wednesday 7  April
2010 and notice of the Extraordinary General Meeting of the Shareholders to be held at 12 noon on Wednesday
7  April 2010, both meetings to be held at 26 Victoria Street, Douglas, Isle of Man IM1 2LE, are set out at
the  end  of  this  document.   Proxy Forms to be used in connection with  the  Class  Resolution  and  the
Resolutions are enclosed.

Whether  or not you intend to attend the Class Meeting or the Extraordinary General Meeting in person,  you
are  requested to complete the relevant Proxy Form in accordance with the instructions printed  on  it  and
return it as soon as possible by post or (during normal business hours only) by hand but, in any event,  so
as  to be received by Stephen Corran, Guild Acquisitions PLC, 26 Victoria Street, Douglas, Isle of Man  IM1
2LE as soon as possible but in any event so as to arrive by no later 5 pm on Monday 5 April 2010.

This document is a circular relating to the proposed share capital restructuring of the Company, notice  of
the  Class Meeting and notice of the Extraordinary General Meeting; this document has not been approved  by
any body or authority.

A  summary of the action to be taken by holders of Ordinary Shares is set out in paragraph 7 of the  letter
to  the  holders of Ordinary Shares from the Board and in the accompanying notice of the Class Meeting  and
notice of the Extraordinary General Meeting.

The  completion and return of the Proxy Form will not prevent you from attending the Class Meeting  or  the
Extraordinary  General Meeting and voting in person (where entitled to do so and in substitution  for  your
proxy vote) if you so wish.


                                             TABLE OF CONTENTS
                                                     
                                                     
Section                                                                                                 Page
TIMETABLE OF PRINCIPAL EVENTS                                                                             3
LETTER FROM THE BOARD OF GUILD ACQUISITIONS PLC                                                        4 to 7
DEFINITIONS                                                                                            8 to 9
NOTICE OF CLASS MEETING                                                                               10 to 11
PROXY FORM                                                                                            12 to 13
NOTICE OF EXTRAORDINARY GENERAL MEETING                                                               14 to 15
PROXY FORM                                                                                            16 to 18
NEW MEMORANDUM AND ARTICLES OF ASSOCIATION                                                            Appendix


                                       
                                        TIMETABLE OF PRINCIPAL EVENTS

EVENT                                                        DATE                        TIME
                                                                                         
                                                                                         
                                                                                         
Class Meeting                                                                            

Deadline for lodging Proxy Form for Class Meeting            5 April  2010               5 pm
                                                             
Class Meeting                                                7 April 2010                11.30 am

Extraordinary General Meeting                                                            

Deadline for lodging Proxy Form for Extraordinary 
General Meeting                                              5 April 2010                5 pm
                                                      

Extraordinary General Meeting                                7 April  2010               12 noon
                            

                                 
                                                                                         
                                   LETTER FROM THE BOARD OF DIRECTORS OF
                                          GUILD ACQUISITIONS PLC
                                                     
                                          GUILD ACQUISITIONS PLC
                         (Incorporated and registered in the Isle of Man under the
                        Companies Acts 1931 to 2004 with registered number 115234C)
                                                     
                                                     
                                                     
Directors:                                                                               Registered Office:
Shaun Dowling                                                                                Victoria House
John Banks                                                                                 26 Victoria Road
Geoffrey Hunt                                                                                       Douglas
                                                                                                Isle of Man
                                                                                                    IM1 2LE
                                                                                                           
15 March 2010

To all holders of Ordinary Shares

Dear Shareholder

PROPOSED SHARE CAPITAL RESTRUCTURING

This circular sets out details of the proposed capital restructuring.  This document includes a notice of a
Class  Meeting  of  holders  of Ordinary Shares and an Extraordinary General  Meeting  of  Shareholders  to
consider  and,  if  thought fit, to approve the Class Resolution and the Resolutions  that  are  necessary,
amongst other things, in order to implement the Proposal.

1.      Background to the Proposal

In  my  statement issued last year, I said that we would need more cash in 2010. The Board is cognisant  of
the  need  to  maintain working capital as a result of which it has been looking for  further  funding  and
talking to other parties, but so far without success. Our main problem is that we are not allowed to  issue
shares  at a price below par, and our current share price is well below that. Whilst I believe the  law  is
outdated, it is now almost impossible for us to attract funding. Hence we have to issue a circular and call
an extraordinary general meeting in order to split each ordinary share of £0.01 ("Ordinary Share") into one
new  ordinary  share  of  £0.001 ("New Ordinary Share") and one deferred C share  of  £0.009  ("Deferred  C
Share").  This may allow us to attract further investment in the Company by means of subscription  for  the
new  ordinary  shares. So I sincerely hope you will vote these resolutions through, whether in  person,  or
more likely by proxy, as the extraordinary general meeting will be held in the Isle of Man.

Further details of the steps to be taken are set out below.

The  Board is of the opinion that it is in the best interests of Shareholders as a whole to restructure the
share  capital  of the Company in the manner described in this document to allow for further investment  in
the Company through subscription for New Ordinary Shares.



2.      Sub-division of Ordinary Shares

The current authorised and issued share capital of the Company is as follows:

                        Par Value         Number           Authorised          Number     Issued Capital
                           (£)          Authorised          Capital            Issued           (£)
Ordinary Shares           0.01         495,000,000         4,950,000         31,411,002       314,110
Deferred A Shares         0.001         25,000,000           25,000          3,000,000         3,000
Deferred B Shares         0.001         25,000,000           25,000          3,000,000         3,000

As  highlighted above, the Ordinary Shares in the Company are currently trading on PLUS below par at a mid-
price of £0.0025 per share. This represents a discount to par value.

The  Acts  contain a restriction on the allotment of shares at below par value which would  mean  that  any
allotment  of  Ordinary  Shares by the Company would require the sanction of a Special  Resolution  of  the
Shareholders and confirmation of the allotment by application to the High Court of the Isle of Man.

In addition, the Articles also state that Ordinary Shares may not be allotted at a discount to par value.

It  is  therefore  proposed that each Ordinary Share currently in issue be sub-divided  into  one  (1)  New
Ordinary  Share  of  £0.001 and one (1) Deferred C Share of £0.009, each having  attached  the  rights  and
restrictions set out in the New Memorandum and Articles (a copy of which can be found at the Appendix)  and
which can be summarised as follows:

        New Ordinary Shares

        The  New  Ordinary  Shares have largely the same rights as Ordinary Shares  and  will  entitle  the
        holders  to receive notice of, attend and vote at general meetings of the Company. The New Ordinary
        Shares  will carry the right to participate in dividends declared by the Company. On a winding  up,
        the New Ordinary Shares will carry the right to repayment at par (£0.001 per share) in priority  to
        Deferred  A  Shares,  Deferred B shares and Deferred C Shares and the right to participate  in  any
        surplus assets of the Company.
        
        Deferred C Shares

        The  Deferred  C Shares have very limited rights and will not entitle the holder to receive  notice
        of,  attend or vote at general meetings of the Company. The Deferred C Shares will carry no  rights
        to  participate in dividends declared by the Company. On a winding up, the Deferred C  Shares  will
        carry  the  right to repayment at par (£0.009 per share), deferred to repayment at par of  the  New
        Ordinary  Shares, Deferred A Shares and Deferred B Shares. The Deferred C Shares do not  carry  the
        right to participate in any surplus assets of the Company.
        
In the event that the Company is wound up the Ordinary Shares currently entitle the holders to repayment of
£0.01 per share out of the assets of the Company in priority to other classes of share in the Company.

In  the  event of a winding up after the implementation of the Proposal holders of New Ordinary Shares  and
Deferred  C  Shares  will be entitled to repayment of £0.001 per New Ordinary Share in  priority  to  other
classes  of  share in the Company, with the repayment of the par value of the Deferred C Share (£0.009  per
share)  being  deferred  to the prior repayment of the par value of all Deferred A Shares  and  Deferred  B
Shares in issue at the time of the winding up.

After the implementation of the Proposal the share capital of the Company will be as follows:

                        Par Value         Number            Authorised         Number      Issued Capital
                           (£)          Authorised           Capital           Issued            (£)
New Ordinary Shares       0.001       4,667,301,002         4,667,301        31,411,002        31,411
Deferred A Shares         0.001         25,000,000            25,000         3,000,000          3,000
Deferred B Shares         0.001         25,000,000            25,000         3,000,000          3,000
Deferred C Shares         0.009         31,411,002           282,699         31,411,002        282,699


3.      New Memorandum and Articles
        
Amended  Memorandum and Articles have been prepared which reflect the rights attaching to the New  Ordinary
Shares  and  the Deferred C Shares, as set out at paragraph 2 above (the "New Memorandum and Articles").  A
copy of the New Memorandum and Articles can be found at the Appendix to this document.

4.      Class Resolution to approve variation of rights
        
Under  the  Articles, the proposed sub-division of the Ordinary Shares will constitute a variation  of  the
rights  attaching  to  the Ordinary Shares. As a result, it will be necessary for the holders  of  Ordinary
Shares to approve the Proposal at a class meeting of the holders of Shares called for that purpose.

At a meeting of the Directors held on 8 March 2010 it was determined to call a class meeting of the holders
of Ordinary Shares (the "Class Meeting") to consider a class resolution to approve the Proposal (the "Class
Resolution") and sanction any modification to the rights attaching to the Ordinary Shares.

Each  holder  of Ordinary Shares is entitled to attend the Class Meeting and vote in respect of  the  Class
Resolution.  In order to approve the Proposal and allow the capital restructuring to proceed at  least  75%
of the holders of Ordinary Shares who attend the Class Meeting in person or by proxy must approve the Class
Resolution.

The  Resolutions  will  then need to be passed at the Extraordinary General Meeting  at  which  holders  of
Ordinary Shares, Deferred A Shares and Deferred B Shares are all entitled to attend and vote. If the  Class
Resolution is not adopted, the Extraordinary General Meeting to consider the Resolutions will be  adjourned
sine die and the share capital restructuring will not proceed.

5.      Resolutions to approve the Proposal
        
The  proposed  sub-division of Ordinary Shares into New Ordinary Shares and Deferred C Shares will  require
the sanction of an ordinary resolution of the Shareholders.

The  proposed adoption of the New Memorandum and Articles will require the sanction of a Special Resolution
of the Shareholders.

At a meeting of the Board on 8 March 2010 it was determined to call an extraordinary general meeting of the
Company  (the  "Extraordinary  General  Meeting") to consider and, if  thought  fit,  approve  the  capital
restructuring. Under the Articles, each holder of Ordinary Shares, Deferred A Shares and Deferred B  Shares
is entitled to attend the Extraordinary General Meeting and vote in respect of the Resolutions.

6.      Taxation

Shareholders  are  strongly advised to consult their professional advisers about  their  own  personal  tax
position.

7.      Action to be Taken

The  Proxy  Forms  to  be used in connection with the Class Meeting and the Extraordinary  General  Meeting
accompany  this  document.   Whether or not you intend to attend the Class  Meeting  or  the  Extraordinary
General  Meeting in person, you are requested to complete and sign the Proxy Forms in accordance  with  the
instructions  printed thereon and return them as soon as possible by post or (during normal business  hours
only)  by  hand,  but, in any event, so as to be received by Stephen Corran at Guild Acquisitions  plc,  26
Victoria Street, Douglas, Isle of Man IM1 2LE soon as possible and in any event so as to arrive by no later
than  5pm  on  Monday 5 April 2010.  Completion of the Proxy Forms does not prevent you from attending  the
Class  Meeting or the Extraordinary General Meeting and voting in person (where entitled to do  so  and  in
substitution for your proxy vote).

8.      Recommendation to Shareholders

The  Board considers the Proposal to be in the best interests of the Shareholders as a whole and  that  the
Proposal  is  fair and reasonable to the Shareholders.  Accordingly, the Board unanimously recommends  that
holders  of Ordinary Shares vote in favour of the Class Resolution to be proposed at the Class Meeting  and
the Resolutions to be proposed at the Extraordinary General Meeting.

Yours faithfully


Shaun Dowling

Co-Chairman

                                                DEFINITIONS
                                                     
Certain  words  and  expressions used in this document are defined in the  text  and,  unless  the  context
otherwise  requires,  such  definitions shall apply throughout this  document.   The  following  words  and
expressions shall bear the following meanings when used in this document:

"Acts"                            the Isle of Man Companies Act 1931 to 2004;
                                  
"Articles"                        the current articles of association of the Company;
                                  
"Board"                           the Directors, acting as a board;
                                  
"Chairman"                        the person appointed chairman of the Extraordinary General
                                  Meeting  and of the Class Meeting in accordance  with  the
                                  Articles;
                                  
"Circular"                        this document;
                                  
"Class Meeting"                   the proposed meeting of the holders of Ordinary Shares  at
                                  which the Class Resolution will be proposed;
                                  
"Class Resolution"                the  resolution which is to be proposed in accordance with
                                  the   Articles  which,  if  passed,  will  constitute  the
                                  approval  of the Proposal and any consequential  variation
                                  of  the  rights  attaching to the Ordinary Shares  by  the
                                  holders of Ordinary Shares;
                                  
"Company"                         Guild   Acquisitions  plc,  a  company  incorporated   and
                                  registered in the Isle of Man under the Acts;
                                  
"Deferred A Shares"               the  deferred  A  shares of £0.001 in the capital  of  the
                                  Company;
                                  
"Deferred B Shares"               the  deferred  B  shares of £0.001 in the capital  of  the
                                  Company;
                                  
"Deferred C Shares"               the deferred C shares of £0.001 each in the capital of the
                                  Company to be created under the Proposal having the rights
                                  and  restrictions  set  out  in  the  New  Memorandum  and
                                  Articles;
                                  
"Director"                        a director of the Company;
                                  
"Extraordinary General Meeting"   the proposed extraordinary general meeting of the Company,
                                  notice of which is set out in this document;
                                  
"Memorandum"                      the current memorandum of association of the Company;
                                  
"New Memorandum and Articles"     the memorandum and articles of association proposed to  be
                                  adopted  by  the  Company in the  form  appended  to  this
                                  document;
                                  
"New Ordinary Shares"             the  ordinary shares of £0.001 each in the capital of  the
                                  Company to be created under the Proposal having the rights
                                  and  restrictions  set  out  in  the  New  Memorandum  and
                                  Articles;
                                  
"Ordinary Shares"                 the  ordinary shares of £0.01 each in the capital  of  the
                                  Company;
                                  
"Proposal"                        the  proposal  described in more detail in  this  document
                                  whereby,  amongst  other things, the Ordinary  Shares  are
                                  subdivided  into  New Ordinary Shares of £0.001  each  and
                                  Deferred C Shares of £0.009 each;
                                  
"Proxy Form"                      a  proxy  form  to be used in connection  with  the  Class
                                  Meeting  or  the  Extraordinary General  Meeting,  as  the
                                  context requires;
                                  
"Resolutions"                     the  resolutions  to  be  proposed  at  the  Extraordinary
                                  General Meeting;
                                  
"Shareholder"                     a  registered holder of any Ordinary Share(s), Deferred  A
                                  Share(s) or Deferred B Share(s); and
                                  
"Special Resolution"              means  a special resolution of the Company passed as  such
                                  in accordance with the Acts.
                                  

                                            
                                                 
                                                     
                                                     
                                                     
                                          NOTICE OF CLASS MEETING
                                                     
                                          GUILD ACQUISITIONS PLC
                                                     
                         (Incorporated and registered in the Isle of Man under the
                        Companies Acts 1931 to 2004 with registered number 115234C)
                                                     
                                          NOTICE OF CLASS MEETING
                                                     
Notice  is  hereby  given that a Class Meeting of the holders of Ordinary Shares in Guild Acquisitions  plc
(the "Company") will be held at the offices of Bridgewater (IOM) Limited, 26 Victoria Street, Douglas, Isle
of Man IM1 2LE at 11.30 am on Wednesday 7 April 2010 to consider and, if thought fit, to pass the following
resolution:



                                         EXTRAORDINARY RESOLUTION
                                                     
THAT
        
(A)     the  terms defined in the Circular have the same meanings in the resolutions to be proposed at  the
        Class Meeting, save where the context otherwise requires;
        
(B)     the Proposal be approved; and
        
(C)     each  and every variation, modification or abrogation of the rights and privileges attached to  the
        Ordinary  Shares which is or may be effected by the implementation of the Proposal and the adoption
        of the New Memorandum and Articles be sanctioned.
        


By Order of the Board                                                                    Registered Office:
Stephen Corran                                                                               Victoria House
Company Secretary                                                                        26 Victoria Street
                                                                                                    Douglas
15 March 2010                                                                                   Isle of Man
                                                                                                    IM1 2LE
                                                                                                           


Notes:
1.     Only  the holders of ordinary shares of £0.01 each in the capital of the Company may vote in respect
       of this resolution.

2.     As  a shareholder entitled to attend and vote at the meeting you are entitled to appoint one or more
       proxies to attend and vote in your place.

3.     Appointment  of a proxy does not preclude you from attending the meeting and voting in  person.   If
       you  have  appointed  a  proxy and attend the meeting in person, your proxy  will  automatically  be
       terminated.

4.     A  proxy  does not need to be a member of the Company but must attend the meeting to represent  you.
       To  appoint as your proxy a person other than the Chairman of the meeting, insert their full name in
       the  box  on your proxy form.  If you sign and return your proxy form with no name inserted  in  the
       box,  the Chairman of the meeting will be deemed to be your proxy.  Where you appoint as your  proxy
       someone  other than the Chairman, you are responsible for ensuring that they attend the meeting  and
       are  aware  of your voting intentions.  If you wish your proxy to make any comments on your  behalf,
       you will need to appoint someone other than the Chairman and give them instructions directly.

5.     You  may appoint more than one proxy provided each proxy is entitled to exercise rights attached  to
       different  shares.   In the event of a conflict between a blank proxy form and a  proxy  form  which
       states  the  number of shares to which it applies, the specific proxy form shall be  counted  first,
       regardless  of  whether  it  was sent or received before or after the  blank  proxy  form,  and  any
       remaining shares in respect of which you are the registered holder will be apportioned to the  blank
       proxy  form. You may not appoint more than one proxy to exercise rights attached to one  share.   To
       appoint  more  than  one  proxy, you should contact Stephen Corran at  Guild  Acquisitions  plc,  26
       Victoria Street, Douglas, Isle of Man IM1 2LE.

6.     To  direct  your proxy how to vote on the resolutions, mark the appropriate box on your  proxy  form
       with an "X".  To abstain from voting on the relevant resolution, select the relevant "Vote Withheld"
       box.   A  vote withheld is not a vote in law, which means that the vote will not be counted  in  the
       calculation of votes for and against the resolution.  If no voting indication is given,  your  proxy
       will  vote  or abstain from voting in his or her discretion.  Your proxy will vote (or abstain  from
       voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

7.     To  appoint a proxy, your proxy form must be duly completed and signed, sent or delivered to Stephen
       Corran  at Guild Acquisitions plc, 26 Victoria Street, Douglas, Isle of Man IM1 2LE and received  by
       not later than 5 pm on Monday 5 April 2010.

8.     In  the case of a member which is a body corporate, the proxy form must be executed under its common
       seal  or  signed  on  its  behalf by a duly authorised officer of the body  corporate  of  the  body
       corporate.

9.     Any  power  of attorney or other authority under which any proxy form is signed (or a duly certified
       copy thereof) must be included with your proxy form.

10.    If you submit more than one valid proxy appointment, the appointment received last before the latest
       time for receipt of proxies will take precedence.


                                             
                                                     
                                                     
                                          GUILD ACQUISITIONS PLC
                                                     
                         (Incorporated and registered in the Isle of Man under the
                        Companies Acts 1931 to 2004 with registered number 115234C)
                                                     
                                                PROXY FORM
                                                     
                                                     
                                                     
This  Proxy  Form relates to the Class Meeting of the holders of Ordinary Shares in Guild Acquisitions  plc
(the  "Company") to be held at the offices of Bridgewater (IOM) Limited, 26 Victoria Street, Douglas,  Isle
of Man IM1 2LE at 11.30 am on Wednesday 7 April 2010.


I/We (name(s) in full)

_______________________________________________________________________

of (address(es))

_______________________________________________________________________


_______________________________________________________________________

being  holder(s) of Ordinary Shares of £0.01 each in the capital of the Company hereby appoint the Chairman
of the meeting, or failing him

_______________________________________________________________________

as  my/our proxy to attend, represent and vote for me/us on my/our behalf at the meeting of the holders  of
Ordinary  Shares  in the Company to be held at the offices Bridgewater (IOM) Limited, 26  Victoria  Street,
Douglas, Isle of Man IM1 2LE at 11.30 am on Wednesday 7 April 2010 and at any adjournment thereof.

Please  indicate  with  an "X" in the space below how you wish your votes to be  cast  in  respect  of  the
resolution as set out in the notice convening the Class Meeting. If no specific direction to vote is given,
the proxy will vote or abstain at his discretion.

                                                                    For       Against      Vote
                                                                                         withheld
                     THAT                                                               
Extraordinary        
Resolution          (A)    the  terms  defined in the  Circular
                           have  the  same  meanings  in   the
                           resolutions to be proposed  at  the
                           Class   Meeting,  save  where   the
                           context otherwise requires;
                             
                    (B)    the Proposal be approved; and
                             
                    (C)    each     and    every    variation,
                           modification or abrogation  of  the
                           rights  and privileges attached  to
                           the  Ordinary Shares  which  is  or
                           may     be    effected    by    the
                           implementation of the Proposal  and
                           the  adoption of the New Memorandum
                           and Articles be sanctioned.
                             
                    



Signature(s)........................................................................


Date ...................................



Notes:
1.     Only  the holders of Ordinary Shares of £0.01 each in the capital of the Company may vote in respect
       of this resolution.

2.     As  a shareholder entitled to attend and vote at the meeting you are entitled to appoint one or more
       proxies to attend and vote in your place.

3.     Appointment  of a proxy does not preclude you from attending the meeting and voting in  person.   If
       you  have  appointed  a  proxy and attend the meeting in person, your proxy  will  automatically  be
       terminated.

4.     A  proxy  does not need to be a member of the Company but must attend the meeting to represent  you.
       To  appoint as your proxy a person other than the Chairman of the meeting, insert their full name in
       the  box  on your proxy form.  If you sign and return your proxy form with no name inserted  in  the
       box,  the Chairman of the meeting will be deemed to be your proxy.  Where you appoint as your  proxy
       someone  other than the Chairman, you are responsible for ensuring that they attend the meeting  and
       are  aware  of your voting intentions.  If you wish your proxy to make any comments on your  behalf,
       you will need to appoint someone other than the Chairman and give them instructions directly.

5.     You  may appoint more than one proxy provided each proxy is entitled to exercise rights attached  to
       different  shares.   In the event of a conflict between a blank proxy form and a  proxy  form  which
       states  the  number of shares to which it applies, the specific proxy form shall be  counted  first,
       regardless  of  whether  it  was sent or received before or after the  blank  proxy  form,  and  any
       remaining shares in respect of which you are the registered holder will be apportioned to the  blank
       proxy  form. You may not appoint more than one proxy to exercise rights attached to one  share.   To
       appoint  more  than  one  proxy, you should contact Stephen Corran at  Guild  Acquisitions  plc,  26
       Victoria Street, Douglas, Isle of Man IM1 2LE

6.     To  direct  your proxy how to vote on the resolutions, mark the appropriate box on your  proxy  form
       with an "X".  To abstain from voting on the relevant resolution, select the relevant "Vote Withheld"
       box.   A  vote withheld is not a vote in law, which means that the vote will not be counted  in  the
       calculation of votes for and against the resolution.  If no voting indication is given,  your  proxy
       will  vote  or abstain from voting in his or her discretion.  Your proxy will vote (or abstain  from
       voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
7.     To  appoint a proxy, your proxy form must be duly completed and signed, sent or delivered to Stephen
       Corran  at Guild Acquisitions plc, 26 Victoria Street, Douglas, Isle of Man IM1 2LE and received  by
       not later than 5 pm on Monday 5 April 2010.

8.     In  the case of a member which is a body corporate, the proxy form must be executed under its common
       seal  or  signed  on  its  behalf by a duly authorised officer of the body  corporate  of  the  body
       corporate.

9.     Any  power  of attorney or other authority under which any proxy form is signed (or a duly certified
       copy thereof) must be included with your proxy form.

10.    If you submit more than one valid proxy appointment, the appointment received last before the latest
       time for receipt of proxies will take precedence.
                                                     
                                  NOTICE OF EXTRAORDINARY GENERAL MEETING
                                          GUILD ACQUISITIONS PLC
                                                     
                         (Incorporated and registered in the Isle of Man under the
                        Companies Acts 1931 to 2004 with registered number 115234C)
                                                     
                                  NOTICE OF EXTRAORDINARY GENERAL MEETING
                                                     
Notice is hereby given that an extraordinary general meeting of the shareholders of Guild Acquisitions  plc
(the "Company") will be held at the offices of Bridgewater (IOM) Limited, 26 Victoria Street, Douglas, Isle
of Man IM1 2LE at 12 noon on Wednesday 7 April 2010.



                                            ORDINARY RESOLUTION
                                                     
1.      THAT the terms defined in the Circular have the same meanings in the resolutions to be proposed  at
        the Extraordinary General Meeting, save where the context otherwise requires.
        
2.      THAT  in the event that the Class Resolution has not been passed by the holders of Ordinary  Shares
        at  the  Class  Meeting prior to the passing of this ordinary resolution, the meeting be  adjourned
        sine die, but otherwise:
        
        (A)     that  the 31,411,002 authorised and issued ordinary shares of £0.01 each in the Company  be
                 sub-divided  into  31,411,002 ordinary shares of £0.001 each  and  31,411,002  deferred  C
                 shares  of £0.009 each having attached thereto the rights and restrictions set out in  the
                 New Memorandum and Articles; and
                 
        (B)     that  the  463,588,998 authorised but unissued ordinary shares of £0.01 each in the Company
                 be  sub-divided into 4,635,889,980 ordinary shares of £0.001 each having attached  thereto
                 the rights and restrictions set out in the New Memorandum and Articles.
                 
                                            SPECIAL RESOLUTION
                                                     
3.      THAT  the  New Memorandum and Articles be adopted in substitution for and to the exclusion  of  the
        existing memorandum and articles of association of the Company.
        


By Order of the Board                                                                    Registered Office:
Stephen Corran                                                                               Victoria House
Company Secretary                                                                        26 Victoria Street
                                                                                                    Douglas
15 March 2010                                                                                   Isle of Man
                                                                                                    IM1 2LE
                                                                                                           


Notes:
1.     The holders of Ordinary Shares of £0.01 each, Deferred A Shares of £0.001 each and Deferred B Shares
       of £0.001 each in the capital of the Company may vote in respect of this resolution.

2.     As  a shareholder entitled to attend and vote at the meeting you are entitled to appoint one or more
       proxies to attend and vote in your place.

3.     Appointment  of a proxy does not preclude you from attending the meeting and voting in  person.   If
       you  have  appointed  a  proxy and attend the meeting in person, your proxy  will  automatically  be
       terminated.

4.     A  proxy  does not need to be a member of the Company but must attend the meeting to represent  you.
       To  appoint as your proxy a person other than the Chairman of the meeting, insert their full name in
       the  box  on your proxy form.  If you sign and return your proxy form with no name inserted  in  the
       box,  the Chairman of the meeting will be deemed to be your proxy.  Where you appoint as your  proxy
       someone  other than the Chairman, you are responsible for ensuring that they attend the meeting  and
       are  aware  of your voting intentions.  If you wish your proxy to make any comments on your  behalf,
       you will need to appoint someone other than the Chairman and give them instructions directly.

5.     You  may appoint more than one proxy provided each proxy is entitled to exercise rights attached  to
       different  shares.   In the event of a conflict between a blank proxy form and a  proxy  form  which
       states  the  number of shares to which it applies, the specific proxy form shall be  counted  first,
       regardless  of  whether  it  was sent or received before or after the  blank  proxy  form,  and  any
       remaining shares in respect of which you are the registered holder will be apportioned to the  blank
       proxy  form. You may not appoint more than one proxy to exercise rights attached to one  share.   To
       appoint  more  than  one  proxy, you should contact Stephen Corran at  Guild  Acquisitions  plc,  26
       Victoria Street, Douglas, Isle of Man IM1 2LE.

6.     To  direct  your proxy how to vote on the resolutions, mark the appropriate box on your  proxy  form
       with an "X".  To abstain from voting on the relevant resolution, select the relevant "Vote Withheld"
       box.   A  vote withheld is not a vote in law, which means that the vote will not be counted  in  the
       calculation of votes for and against the resolution.  If no voting indication is given,  your  proxy
       will  vote  or abstain from voting in his or her discretion.  Your proxy will vote (or abstain  from
       voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

7.     To  appoint a proxy, your proxy form must be duly completed and signed, sent or delivered to Stephen
       Corran  at Guild Acquisitions plc, 26 Victoria Street, Douglas, Isle of Man IM1 2LE and received  by
       not later than 5 pm on Monday 5 April 2010.

8.     In  the case of a member which is a body corporate, the proxy form must be executed under its common
       seal  or  signed  on  its  behalf by a duly authorised officer of the body  corporate  of  the  body
       corporate.

9.     Any  power  of attorney or other authority under which any proxy form is signed (or a duly certified
       copy thereof) must be included with your proxy form.

10.    If you submit more than one valid proxy appointment, the appointment received last before the latest
       time for receipt of proxies will take precedence.

                                                     
                                                     
                                          GUILD ACQUISITIONS PLC
                                                     
                         (Incorporated and registered in the Isle of Man under the
                        Companies Acts 1931 to 2004 with registered number 115234C)
                                                     
                                                PROXY FORM
                                                     
This Proxy Form relates to the Extraordinary General Meeting of the shareholders of Guild Acquisitions  plc
(the  "Company") to be held at the offices of Bridgewater (IOM) Limited, 26 Victoria Street, Douglas,  Isle
of Man IM1 2LE at 11.30 am on Wednesday 7 April 2010.



I/We (name(s) in full)

_______________________________________________________________________

of (address(es))

_______________________________________________________________________


_______________________________________________________________________

being holder(s) of Ordinary Shares of £0.01 each,  Deferred A shares of £0.001 each or Deferred B shares of
£0.001 each in the capital of the Company hereby appoint the Chairman of the meeting, or failing him

_______________________________________________________________________

as  my/our proxy to attend, represent and vote for me/us on my/our behalf at the meeting of the holders  of
Ordinary  Shares,  Deferred  A Shares or Deferred B Shares in the Company to be  held  at  the  offices  of
Bridgewater  (IOM)  Limited, 26 Victoria Street, Douglas, Isle of Man IM1 2LE at 11.30 am  on  Wednesday  7
April 2010 and at any adjournment thereof.


Please  indicate  with  an "X" in the space below how you wish your votes to be  cast  in  respect  of  the
resolution  as set out in the notice convening the Extraordinary General Meeting. If no specific  direction
to vote is given, the proxy will vote or abstain at his discretion.

                                                                    For       Against      Vote
                                                                                         withheld
                                                                                        
Ordinary                  
Resolution        THAT the  terms defined in the Circular  have
                         the  same meanings in the resolutions
                         to  be  proposed at the Extraordinary
                         General   Meeting,  save  where   the
                         context otherwise requires.
                          
                  
                          
                  
                                                                                        
Ordinary                  
Resolution        THAT in the  event  that the Class Resolution
                          has not been passed by the holders of
                          Ordinary Shares at the Class  Meeting
                          prior to the passing of this ordinary
                          resolution, the meeting be  adjourned
                          sine die, but otherwise:
                          
                  (A)     that  the  31,411,002 authorised  and
                           issued ordinary shares of £0.01 each
                           in  the Company be sub-divided  into
                           31,411,002 ordinary shares of £0.001
                           each   and  31,411,002  deferred   C
                           shares   of   £0.009   each   having
                           attached  thereto  the  rights   and
                           restrictions  set  out  in  the  New
                           Memorandum and Articles; and
                           
                  (B)     that  the 463,588,998 authorised  but
                           unissued  ordinary shares  of  £0.01
                           each  in  the Company be sub-divided
                           into  4,635,889,980 ordinary  shares
                           of   £0.001  each  having   attached
                           thereto  the rights and restrictions
                           set  out  in the New Memorandum  and
                           Articles.
                           
                                                                                                          
Special                   
Resolution        THAT the   New  Memorandum  and  Articles  be
                          adopted  in substitution for  and  to
                          the   exclusion   of   the   existing
                          memorandum     and    articles     of
                          association of the Company.
                          
                  
 
Signature(s)........................................................................

Date ...................................



Notes:
1.     The holders of Ordinary Shares of £0.01 each, Deferred A Shares of £0.001 each and Deferred B Shares
       of £0.001 each in the capital of the Company may vote in respect of this resolution.

2.     As  a shareholder entitled to attend and vote at the meeting you are entitled to appoint one or more
       proxies to attend and vote in your place.

3.     Appointment  of a proxy does not preclude you from attending the meeting and voting in  person.   If
       you  have  appointed  a  proxy and attend the meeting in person, your proxy  will  automatically  be
       terminated.

4.     A  proxy  does not need to be a member of the Company but must attend the meeting to represent  you.
       To  appoint as your proxy a person other than the Chairman of the meeting, insert their full name in
       the  box  on your proxy form.  If you sign and return your proxy form with no name inserted  in  the
       box,  the Chairman of the meeting will be deemed to be your proxy.  Where you appoint as your  proxy
       someone  other than the Chairman, you are responsible for ensuring that they attend the meeting  and
       are  aware  of your voting intentions.  If you wish your proxy to make any comments on your  behalf,
       you will need to appoint someone other than the Chairman and give them instructions directly.

5.     You  may appoint more than one proxy provided each proxy is entitled to exercise rights attached  to
       different  shares.   In the event of a conflict between a blank proxy form and a  proxy  form  which
       states  the  number of shares to which it applies, the specific proxy form shall be  counted  first,
       regardless  of  whether  it  was sent or received before or after the  blank  proxy  form,  and  any
       remaining shares in respect of which you are the registered holder will be apportioned to the  blank
       proxy  form. You may not appoint more than one proxy to exercise rights attached to one  share.   To
       appoint  more  than  one  proxy, you should contact Stephen Corran at  Guild  Acquisitions  plc,  26
       Victoria Street, Douglas, Isle of Man IM1 2LE.

6.     To  direct  your proxy how to vote on the resolutions, mark the appropriate box on your  proxy  form
       with an "X".  To abstain from voting on the relevant resolution, select the relevant "Vote Withheld"
       box.   A  vote withheld is not a vote in law, which means that the vote will not be counted  in  the
       calculation of votes for and against the resolution.  If no voting indication is given,  your  proxy
       will  vote  or abstain from voting in his or her discretion.  Your proxy will vote (or abstain  from
       voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

7.     To  appoint a proxy, your proxy form must be duly completed and signed, sent or delivered to Stephen
       Corran  at Guild Acquisitions plc, 26 Victoria Street, Douglas, Isle of Man IM1 2LE and received  by
       not later than 5 pm on Monday 5 April 2010.

8.     In  the case of a member which is a body corporate, the proxy form must be executed under its common
       seal  or  signed  on  its  behalf by a duly authorised officer of the body  corporate  of  the  body
       corporate.

9.     Any  power  of attorney or other authority under which any proxy form is signed (or a duly certified
       copy thereof) must be included with your proxy form.

10.    If you submit more than one valid proxy appointment, the appointment received last before the latest
       time for receipt of proxies will take precedence.


The Directors of the Company are responsible for the contents of this announcement.

Contact Information

  • Guild Acquisitions plc