Pointon York Group Limited
LSE : PYV

September 17, 2010 02:00 ET

Admission to PLUS of Loan Notes and Warrants

                                              Pointon York Group Ltd


TYPE OF ISSUE: Offer for Subscription

ADMISSION TO PLUS:  17/09/2010

The  Directors of Pointon York Group Ltd. ("the Company") are pleased to announce that its 9% Loan Notes repayable
after  five years and 2015 Warrants to subscribe for Ordinary shares at 200 pence with an expiry date of 31  March
2015 have been admitted to trading on the PLUS Market.

APPLICATION DETAILS

CORPORATE ADVISER:  Loeb Aron & Co. Ltd.

EXPECTED DATE OF TRADING ON PLUS:  17/09/2010

PRINCIPAL ACTIVITIES:  Pointon York's business provides third party administration and technical support of  SIPPs
on behalf of three distribution streams: IFAs; EBCs; and sophisticated direct investors.

Pointon  York's SIPP Administration covers specialist areas in individual, property and corporate SIPPs. Its  wide
and  growing range of alternative investment options, its risk approach to clients' investments and its sole focus
on SIPPS is a key differentiating factor in the market.

The  Company has raised £567,500 by the issue of Units each consisting of 100 New Ordinary Shares, four £100  Loan
Notes  at  9%interest p.a. and 100 Warrants subscribe for an Ordinary Share at a subscription price of  200  pence
with an expiry date of 31 March 2015.  A total of 1,135 Units were subscribed for at a price of £500 each.

Warrants in issue 113,500
ISIN GB00B4WG6270
SEDOL B4WG627

9% Undated Loan Stock (GBP) in issue 4,540 notes (£100)
ISIN GB00B4X90H82
SEDOL B4X90H8

Loan Note instrument
            
Background
By  resolution  of  the  Board passed on 15 March 2010, the Directors of the Company  have  created  1,400,000  £1
unsecured loan notes and have agreed to constitute them in the following manner.

Agreed terms

Interpretation

The definitions and rules of interpretation in this clause 1 apply in this instrument.
        Articles: the articles of association of the Company, as amended or superseded.
        Business Day: a day (other than a Saturday, Sunday or public holiday) on which banks in the City of London
        are open for normal banking business.
        Certificate: a certificate for Notes in the form (or substantially in the form) set out in Schedule 1.
        Conditions: the conditions attaching to the Notes, as set out in Schedule 2 to Schedule 4.
        Directors: the board of directors for the time being of the Company.
        Event of Default: any of the events set out in paragraph 5 of Schedule 2.
        Interest Rate: the rate of interest payable on the Notes as set out in clause 1.1 of Schedule 2.
        Interest Payment Dates means 31 March and 30th September
        Notes: the £1,400,000.00 unsecured loan notes in multiples of £100 with a minimum of £4,000 constituted by
        this  instrument  or, as the case may be, the principal amount from time to time issued and  paid  up  and
        outstanding, and principal amount shall be construed accordingly.
        Noteholders: the several persons for the time being entered in the register as holders or joint holders of
        the Notes.
        Permitted Payment means a payment of interest which is a permitted payment pursuant to any facility letter
        the Company has with its bankers from time to time.
        Redemption Date: has the meaning given in paragraphs 4.1, 4.2 and 4.3 of Schedule 2.
        Redemption Notice: has the meaning given in paragraph 4.4 of Schedule 2.
        Senior  Indebtedness  means the indebtedness of the Company to Bank of Scotland or other  London  clearing
        bank pursuant to any facility agreement.
        Shares: the shares in the capital of the Company.
        Special Resolution: a resolution passed by at least a 75% of those entitled to vote at a meeting of
        Noteholders duly convened and held in accordance with Schedule 4.
        
1.2    Any  phrase  introduced by the terms including, include or any similar expression  shall  be  construed  as
illustrative and shall not limit the sense of the words preceding those terms.

1.3   The schedules to this instrument form part of (and are incorporated into) this instrument.

1.4   A person includes a corporate or unincorporated body.

1.5   Words in the singular include the plural and vice versa.

1.6   A reference to a clause or a schedule is (unless expressly stated otherwise) a reference to a clause of,  or
schedule to, this instrument.

1.7   Clause and schedule headings do not affect the interpretation of this instrument.

1.8   A reference to one gender includes a reference to the other gender.

1.9    Except as otherwise provided, expressions defined in the Companies Act 2006 shall be read as if defined  in
that way in this instrument.
        
2.               Nominal amount
        The  nominal  amount  of  each  Note  is  £1 and the aggregate  principal  amount  of  all  the  Notes  is
        £1,400,000.00.
                 
3.               Ranking
        All  the  Notes shall rank pari passu, equally and rateably, without discrimination or preference  and  as
        unsecured obligations of the Company under this instrument.

4.               Use of Proceeds
        The proceeds of all subscriptions for the Notes shall be used to fund the Company's working capital and
        capital expenditure requirements for the time being.
        
5.      Loan Note Certificates
5.1     Each  Noteholder,  or  the  joint  holders  of Notes, shall be entitled  to  receive  (without  charge)  a
        Certificate executed as a deed by the Company for the amount of Notes held by him (or them) provided  that
        joint  holders of Notes will only be entitled to receive one Certificate in respect of their joint holding
        and  delivery of a Certificate to the first-named joint holder set out in the register shall be sufficient
        delivery to all.
        
5.2     Every Certificate shall have a copy of Schedule 2 endorsed on or attached to it.
        
5.3     Where  a  Noteholder  transfers or redeems part only of the Notes comprised  in  a  Certificate,  the  old
        Certificate shall be cancelled and a new Certificate for the balance of such Notes shall be issued without
        charge.
        
6       Conditions of issue
        The  Notes  shall be issued subject to, and with the benefit of, the Conditions set out in Schedule  2  to
        Schedule  4  inclusive. Those conditions shall be binding on the Company, the Noteholders and all  persons
        claiming through or under them.
                 
7       Notes register
7.1     The Company shall keep, or cause to be kept, a register of the Notes at its registered office showing:
        (a)   the names and addresses of the Noteholders for the time being of the Notes;
        (b)   the amount of the Notes held by every Noteholder and the principal monies paid up on them;
        (c)   the  first date or dates of issue of the Notes and the date on which the name of that Noteholder  is
               entered in respect of the Notes standing in his name;
        (d)   the serial number of each Certificate issued and the date of its issue; and
        (e)   the date on which a person ceased to hold the Notes.
                    
7.2     Any  change  of  name or address of any Noteholder shall immediately be notified to the  Company  and,  on
        receipt,  the  register shall be altered accordingly.  The Noteholders (or any of  them)  and  any  person
        authorised  in  writing  by  any of them may, at all reasonable times during  office  hours,  inspect  the
        register  and to take copies of it or extracts from it.  The Company may, however, close the register  for
        such  periods  and at such times as the Company thinks fit, provided that the register is not  closed  for
        more than 30 Business Days in any one year.
        
8       Notes to be quoted
        An  application has been, or is intended to be, made Admission of the Loan Notes to trading  on  the  PLUS
        Quoted Market.   No application will be made for quotation or listing upon any other Stock Exchange in the
        United Kingdom.
                 
9       Enforcement
        The  Company  covenants  with  each  of the Noteholders to perform and observe  the  obligations  in  this
        instrument  to the intent that this instrument shall ensure for the benefit of all persons  for  the  time
        being  registered as holders of any Notes, each of whom may sue for the performance and observance of  the
        provisions of this instrument so far as his holding is concerned.
                 
10      Warranties
10.1    The  Company warrants to the Noteholders (which warranties will be deemed to be repeated on each day  that
        the  Company remains under any liability (actual or contingent) to the Noteholders (or any of them)  under
        this instrument or the Notes) as follows:
        (a)   it has the power and authority to enter into this Instrument and to issue the Notes and to exercise its
               rights and perform its obligations under this Instrument and the Notes;
        (b)   it has taken all necessary corporate shareholder and other action to authorise the execution, delivery and
               performance of this Instrument and the Notes;
        (c)   the obligations expressed to be assumed by the Company in this Instrument and the Notes are, in each case,
               legal and valid obligations binding on it in accordance with the terms of this Instrument and the Notes;
        (d)   all consents, licenses, approvals, authorisations, filings and registrations required in connection with the
               entry into and performance of this Instrument and the Notes by the Company have been obtained and are in full
               force and effect; and
(e)   the execution and delivery of this Instrument and the performance by the Company of its obligations under
this Instrument and the Notes do not and will not contravene any provision of its memorandum and articles of
association, any law regulation official or judicial order or any agreement mortgage charge bond or other
instrument or document to which it is a party or which is binding on it or any of its assets.
        
11               Set-off
        Each  Noteholder shall be recognised by the Company as entitled to the Notes registered in his  name  free
        from  any equity, defence, set-off or cross-claim on the part of the Company against the original, or  any
        intermediate, Noteholder.

12               Third party rights
        This  instrument is enforceable under the Contracts (Rights of Third Parties) Act 1999 by the Company  and
        any Noteholder, but not by any other person.

13               Governing law and jurisdiction
13.1    This  instrument  and the Notes (including non-contractual disputes or claims) shall be governed  by,  and
        construed in accordance with, the laws of England.

13.2    The courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of,
        or  in connection with, this instrument (including non-contractual disputes or claims).  Accordingly,  any
        proceedings  relating  to, or in connection with, this instrument or the Notes (including  non-contractual
        disputes or claims) may be brought in such courts.

Schedule 1 - Form of certificate
Schedule 2 Interest and Redemption

1.    Interest

1.1   Interest shall be payable on any outstanding Notes at a rate of 9% per annum.
1.2   interest due under paragraph 1.1 of this Schedule 2 shall be payable on the Interest Payments Dates in each
year during the term of this note and the balance on the Redemption Date provided that the interest is a Permitted
Payment in accordance with the terms of the Senior Indebtedness.

1.3   Interest  payable shall accrue daily at the Interest Rate and shall be calculated on the basis of a  365-day
        year and the actual number of days elapsed from the date of issue of the Notes to the due date (as the case might
        be) of half yearly payment and the final balance on the Redemption Date.
1.4   If the Company fails to pay interest at the Interest Rate or redemption monies when due, interest shall
thereafter continue to accrue on the unpaid amount at the higher of the Interest Rate or 3% above the base rate
for the time being of Lloyds TSB.

2.    Repayment of principal
        As  and  when the Notes (or any part of them) are to be redeemed in accordance with paragraph  4  of  this
        Schedule  2,  the  Company shall pay the Noteholders the principal amount of the Notes  which  are  to  be
        redeemed.

3.    Time of payment
        Whenever  any  payment of principal or interest becomes due on a day which is not a Business Day,  payment
        shall be made on the next following Business Day.

4.    Redemption

4.1   Subject  to paragraph 4.2 of this Schedule 2 the Company shall be entitled to redeem all the Notes  then  in
        issue at the principal amount together with interest on the Notes outstanding at the Interest Rate on or after 31
        March 2015.

4.2     The  Company shall also be entitled to redeem all the Notes then in issue at the principal amount together
        with  interest on the Notes outstanding at the Interest Rate before 31 March 2015 and after 31 March  2013
        on  the  basis that the Company pays to the Noteholders in addition an early redemption premium calculated
        on the following basis:-
        
        (a)     after  31  March 2013 but before 31 March 2014 a redemption premium of 20% of the principal  value
                 of the Notes to be redeemed;
        
        (b)     after  31 March 2014 but before  31 March 2015 a redemption premium of 15% of the principal  value
                 of the Notes to be redeemed.

4.3     After  31  March  2015 the Noteholders upon giving notice as set out in paragraph 4.4 of this  Schedule  2
        shall  each  be entitled to redeem by four equal six monthly instalments the Notes then in issue  held  by
        them at the principal amount together with interest on the Notes outstanding at the Interest Rate.

4.4   At least 20 Business Days before the relevant Redemption Date, the Company shall give the Noteholders or the
        Noteholder/s shall give to the Company written notice of the intention to exercise the right to redeem  in
        accordance with the provisions of as the case might be, paragraphs 4.1, 4.2 or 4.3 of this Schedule 2.  Within
        five Business Days of the relevant Redemption Date, the Company shall repay to all Noteholders the principal
        amount, together with interest on the Notes outstanding at the Interest Rate.  A Redemption Notice shall (unless
        the Company agrees otherwise) be irrevocable.

5.    Events resulting in immediate redemption
        The  Notes then in issue shall be immediately redeemed at the principal amount, together with interest  on
        the Notes outstanding at the Interest Rate, if:
        (a)   the Company misses payment on more than two instalments of interest due on the Notes from time to time; or
        (b)   an administration order is made in relation to the Company or any of its subsidiaries; or
        (c)   an order is made, or an effective resolution is passed, for the winding-up, liquidation, administration or
                 dissolution of the Company (except for the purpose of reorganisation or amalgamation of the Company or any of its
                 subsidiaries); or
(d)   an encumbrancor takes possession or a receiver is appointed of the whole or the major part of the assets or
undertaking of the Company or any of its subsidiaries or if distress, execution or other legal process is levied
or enforced or sued out on or against the whole or the major part of the assets of the Company or any of its
subsidiaries and is not discharged, paid out, withdrawn or removed within 20 Business Days; or
        (e)   the Company or any of its subsidiaries stops (or threatens to stop) payment of its debts generally or ceases
                 (or threatens to cease) to carry on its business or a substantial part of its business; or
        (f)   the Company or any of its subsidiaries is deemed for the purposes of section 123 Insolvency Act 1986 to be
                 unable to pay its debts or compounds or proposes or enters into any reorganisation or special arrangement with its
                 creditors generally;
(g)   the Company not making payment of all or part of three consecutive instalments of the interest on the due
dates as set out in paragraph 1.2 of this Schedule 2.

6.    Action following redemption

6.1   The  Company shall give written notice to the Noteholders immediately on the Company becoming aware  of  the
        occurrence of an event specified in paragraph 5 of this Schedule 2, giving reasonable details of that event.

6.2   If,  on  redemption  of  a Note, a Noteholder fails to deliver the Certificate for it, or  an  indemnity  in
        accordance with these Conditions or to accept payment of moneys due to him, the Company shall pay the moneys due
        to  him  into an interest bearing bank account which payment shall discharge the Company from all  further
        obligations in respect of the Note.
6.3   The Company shall cancel any Notes repaid, redeemed or purchased and shall not reissue them.

Schedule 3 - Transfer provisions and other matters

1.    The  Company shall recognise the registered holder of any Notes as the absolute owner of them and shall  not
        (except as provided by statute or as ordered by a court of competent jurisdiction) be bound to take notice or see
        to the execution of any trust (whether express, implied or constructive) to which any Note may be subject.  The
        Company shall not (except as provided by statute or as ordered by a court of competent jurisdiction) be bound to
        enter any notice of any trust (whether express, implied or constructive) on the register in respect of any of the
        Notes.

2.    Each  instrument of transfer shall be signed by the transferor, and the transferor shall be deemed to remain
        the owner of the Notes to be transferred until the name of the transferee is entered in the register in respect of
        such Notes.

3.    Each  instrument  of transfer shall be sent to, or left for registration at, the registered  office  of  the
        Company for the time being, and shall be accompanied by the Certificate(s) for the Notes to be transferred and any
        other evidence that the Company may require to prove the title of the transferor or his right to transfer the
        Notes (and, if such instrument is executed by some other person on his behalf, the authority of that person to do
        so).  All instruments of transfer that are registered may be retained by the Company.
4.    No transfer of Notes shall be registered in respect of which a Redemption Notice has been given.

5.    Payment of the principal amount and all accrued interest on the Notes may be made by cheque made payable  to
        the registered holder or, in the case of joint registered holders, to the one who is first-named on the register,
        or to such person or persons as the registered holder or all the joint registered holders may in writing direct
        and sent to the registered holder or in the case of joint registered holders to that one of the joint registered
        holders who is first-named on the register or to such address as the registered holder or joint registered holders
        may in writing direct.  Cheques may be sent through the post at the risk of the registered holder or jointly
        registered holders and payment of any such cheque by the bankers on whom it is drawn shall be good discharge to
        the Company.

6.    If  more than one person is entered in the register as joint holders of any Notes then, without prejudice to
        paragraph 5 of this 6.3, the receipt of any one of such holders for any moneys payable on or in respect of the
        Notes shall be as effective a discharge to the Company or other person making the payment as if the person signing
        such receipt were the sole registered holder of such Notes.
7.    If any Certificate is worn out or defaced then, on production of it to the Directors, they may cancel it and
may issue a fresh Certificate in lieu. If any Certificate is lost or destroyed it may be replaced on such terms
(if any) as to evidence and indemnity as the Company may reasonably require.  An entry recording the issue of the
new Certificate and indemnity (if any) shall be made in the register.  No fee shall be charged for the
registration of any transfer or for the registration of any probate, letters of administration, certificate of
marriage or death, power of attorney or other documents relating to or effecting title to any Notes.

8.    Any notice or other document required to be given under this instrument shall be in writing and may be given
        to  or served on any Noteholder by sending it by first-class post in a prepaid envelope addressed to  such
        Noteholder at his registered address.  In the case of joint Noteholders, a notice given to, or document served on,
        the Noteholder whose name stands first in the register in respect of such Notes shall be sufficient notice to, or
        service on, all the joint holders.  Any such notice sent or document served by first-class post shall be deemed to
        have been given or served 48 hours or 96 hours in the case of a notice or document sent to an address for a
        Noteholder not in the United Kingdom after the time when it is posted and in proving such notice or service, it
        shall be sufficient to prove that the envelope containing the notice or document was properly addressed, stamped
        and posted.

9.    Any  notice  or  other  document delivered or sent by post to, or left at, the  registered  address  of  any
        Noteholder in pursuance of these provisions shall, notwithstanding that such Noteholder is then dead or bankrupt
        or in liquidation, and whether or not the Company has notice of his death or bankruptcy or liquidation, be deemed
        to have been duly served or delivered in respect of any Notes registered in the name of such Noteholder as sole or
        first-named joint holder unless his name shall at the time of the service of the notice or document have been
        removed from the register as the holder of the Notes, and such service shall for all purposes be deemed sufficient
        service of such notice or document on all persons interested (whether jointly with or as claiming through or under
        him) in the Notes.

10.   A copy  of  this instrument shall be kept at the Company's registered office.  A Noteholder (and any  person
        authorised by a Noteholder) may inspect that copy of the instrument at all reasonable times during office hours.

Schedule 4 - Meetings of the Noteholders

1.    The  Company may at any time convene a meeting of Noteholders. In addition, the Company shall at the written
        request of the holders of not less than one-tenth in nominal amount of the outstanding Notes convene a meeting of
        the Noteholders.  Any meeting shall be held at such place as the Company may designate.

2.    At  least 14 days' notice (exclusive of the day on which the notice is served or deemed to be served and  of
        the day for which notice is given) of every meeting shall be given to the Noteholders.  The notice shall specify
        the place, day and time of the meeting and the general nature of the business to be transacted, but it shall not
        be necessary (except in the case of a Special Resolution) to specify in the notice the terms of any resolution to
        be proposed.  The accidental omission to give notice to, or the non-receipt of notice by, any of the Noteholders
        shall not invalidate the proceedings at any meeting.  A meeting of the Noteholders shall, despite being called at
        shorter notice than specified above, be deemed to have been duly called if it is agreed in writing by all of the
        Noteholders.

3.    At  any  meeting  the quorum shall be two Noteholders holding, or representing by proxy,  at  least  25%  in
        nominal amount of the outstanding Notes.  No business (other than choosing a Chairman) shall be transacted at any
        meeting unless the requisite quorum is present.

4.    If  a  quorum is not present, within half an hour from the time appointed for the meeting, the meeting shall
        be dissolved if it was convened on the requisition of Noteholders.  In any other case, it shall stand adjourned to
        such day and time (at least 14 days later, but not more than 28 days later) and to such place as may be appointed
        by the Chairman.  At such adjourned meeting, two Noteholders present in person (or by proxy) and entitled to vote
        shall constitute a quorum (whatever the nominal amount of the Notes held by them).  At least 14 days' notice of
        any adjourned meeting of Noteholders shall be given (in the same manner mutatis mutandis as for an original
        meeting). That notice shall state that two Noteholders present in person (or by proxy) at the adjourned meeting
        (whatever the nominal amount of Notes held by them) shall form a quorum.
5.    A person (who may but need not be a Noteholder) nominated by the Company shall be entitled to take the chair
at every such meeting but, if no such person is nominated or if the person nominated is not be present at the
meeting within fifteen minutes after the time appointed for holding the meeting, the Noteholders present shall
choose one of their number to be Chairman.  Any Director or officer of, any Secretary of, and the solicitors to,
the Company and any other person authorised in that behalf by the Company may attend at any such meeting.

6.    Each  question submitted to a meeting of Noteholders shall, unless a poll is demanded, be decided by a  show
        of hands.

7.    At  any  meeting  of  Noteholders unless a poll is demanded by the Chairman or by one  or  more  Noteholders
        present in person or by proxy and holding or representing in the aggregate not less than one-tenth in nominal
        amount of the outstanding Notes (before or on the declaration of the result of the show of hands), a declaration
        by the Chairman that a resolution has been carried by the requisite majority, lost or not carried by the requisite
        majority shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded
        in favour of or against such resolution.

8.    If  a  poll is duly demanded, it shall be taken in such manner and (subject as set out below) either at once
        or after an adjournment as the Chairman directs. The result of the poll shall be deemed to be the resolution of
        the meeting at which the poll was demanded.  The demand for a poll shall not prevent the meeting from continuing
        for the transaction of any business other than the question on which the poll has been demanded.  The demand for a
        poll may be withdrawn.

9.    If there is an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall
        be entitled to a casting vote in addition to the vote(s) (if any) to which he may be entitled as a Noteholder or
        as a proxy.
10.   The Chairman may, with the consent of (and shall if so directed by) any meeting at which a quorum is
present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any
adjourned meeting except business that might lawfully have been transacted at the meeting from which the
adjournment took place.

11.   Any  poll demanded at any meeting on the election of a Chairman, or on any question of adjournment, shall be
        taken at the meeting without adjournment.

12.   On  a  show of hands, each Noteholder who is an individual and is present in person or (being a corporation)
        is present by its duly authorised representative or by one of its officers as its proxy, shall have one vote.  On
        a poll, each Noteholder present in person or by proxy, shall have one vote for every £1 nominal of Notes held by
        him and a person entitled to more than one vote need not (if he votes) use all his votes or cast all the votes he
        uses in the same way.
13.   In the case of joint registered Noteholders any one of them shall be entitled to vote in respect of such
Notes either in person or by proxy and, in the latter case, as if the joint holder were solely entitled to such
Notes.  If more than one joint holder is present at any meeting either personally or by proxy that one joint
holder so present whose name as between himself and the other or others present stands first in the register as
one of the joint holders shall alone be entitled to vote in person or by proxy.

14.   Each  instrument  appointing  a proxy must be in writing and duly executed by  the  appointor  or  his  duly
        authorised attorney or, in the case of a corporation under its common seal or duly executed by a duly authorised
        attorney or officer.  The Chairman may (but shall not be bound to) require evidence of the authority of any
        attorney or officer.  A proxy need not be a Noteholder.

15.   An  instrument  of  proxy shall be in the usual or common form or in any other form that the  Directors  may
        accept.  The proxy shall be deemed to include the right to demand or join in demanding a poll.  A proxy shall,
        unless stated otherwise, be valid as well for any adjournment of the meeting as for the meeting to which it
        relates and need not be witnessed.
16.   The instrument appointing a proxy, and the power of attorney or other authority (if any) under which it is
signed or a notarially certified copy of such power of attorney or authority, shall be deposited at the place
specified in (or in any document accompanying) the notice convening the meeting. If no such place is specified,
the proxy shall be deposited at the registered office of the Company not less than 48 hours before the time
appointed for holding the meeting or adjourned meeting or for taking of the poll at which the person named in that
instrument proposes to vote. In default, the instrument of proxy shall not be treated as valid.  A vote given in
accordance with the terms of an instrument of proxy shall be valid notwithstanding the revocation of the proxy or
of the authority under which the proxy is given, unless notification in writing of the revocation has been
received at the registered office of the Company or at such other place (if any) specified for the deposit of
instruments of proxy in the notice convening the meeting (or any document accompanying it) 48 hours before the
commencement of the meeting or adjourned meeting or the taking of the poll at which the vote is given.

17.   Without  prejudice  to  any  of  the powers conferred on the Company under any  of  the  provisions  of  the
        instrument, a meeting of the Noteholders shall, in addition to any other powers, have the following powers
        exercisable by Special Resolution:
        (a)   power to sanction the exchange or sale of the Notes for, or the conversion of the Notes into, or the
               cancellation of the Notes in consideration of, shares, stock, debenture stock or other obligations or security of
               the Company or any other company formed or to be formed (other than as set out in the Conditions);
        (b)   power to sanction any abrogation, modification or compromise of, or any arrangement in respect of, the
               Noteholders' rights against the Company, provided the same has been previously approved in writing by the Company,
               whether those rights shall arise under the instrument, the Notes or otherwise;
        (c)   power to assent to any modification of the provisions contained in the instrument and the Conditions. Any
                 such modification shall be proposed by the Company and to authorise the Company to execute any supplemental
                 instrument embodying any such modification.
  
  18.   A Special Resolution passed at a meeting of the Noteholders shall be binding on all the Noteholders whether
        or not they are present at the meeting. Each of the Noteholders shall be bound to give effect to it accordingly.
        The passing of any such resolution shall be conclusive evidence that the circumstances justify passing it (so that
        the meeting may determine without appeal whether or not the circumstances justify passing it).
  
  19.   A resolution in writing signed by or on behalf of  75% shall, for all purposes, be as valid and effectual as
        a  Special Resolution passed at a meeting duly convened and held in accordance with the Conditions.   Such
        resolution in writing may be contained in one document or in several documents in similar form, each signed by one
        or more Noteholders.
  
  Minutes  of all resolutions and proceedings at every meeting shall be made and duly entered in books to be  from
  time  to  time provided for that purpose by the Company. Any minutes, if purporting to be signed by the Chairman
  of  the  meeting  or  by  the Chairman of the next succeeding meeting of the Noteholders,  shall  be  conclusive
  evidence of the matters stated in them. Until the contrary is proved, every meeting for which minutes have  been
  made  and signed shall be deemed to have been duly held and convened, and all resolutions passed at the  meeting
  to have been duly passed.

Warrant Instrument

Background
By  resolution  of the board, the Directors of the Company have, by a resolution passed on 15 March 2010,  created
350,000 Warrants to subscribe for Ordinary Shares and have agreed to constitute them in the following manner.

                                    POINTON YORK GROUP LIMITED ('the Company')
                                                         
TERMS AND CONDITIONS OF THE ISSUE OF UP TO 350,000 WARRANTS IN RESPECT OF UP TO 350,000 ORDINARY
SHARES OF 5 pence EACH IN THE COMPANY

The warrants will be issued subject to and with the benefit of the following terms and conditions
        
1     SUBSCRIPTION RIGHTS
        
        a.    The registered holder for the time being (a 'holder') of a Warrant shall have the right to subscribe
               ('subscription rights') in cash at any time
               
               (i)   within a period commencing from 31 March 2011 and ending upon 31 March 2015 ('Subscription Period'); or
                     
               (ii)  at any time upon a change of controlling interest in the Company (as defined in section 840 of the Income
                     and Corporation Taxes Act 1988) by any person, or persons acting in concert (as defined in the City Code on
                     Takeovers and Mergers) with them
                     
               for  one Ordinary Share in the Company with a nominal value of 5p ('Ordinary Shares') specified  in
               the  Warrant  of  which he is the holder, at the price per Ordinary Share of  200p  (the  'Exercise
               Price')  payable  in  full on subscription.  The Warrants registered in a  holder's  name  will  be
               evidenced by a Warrant certificate issued by the Company.
               
        b.    In order to exercise subscription rights in whole or in part, the holder of a Warrant must complete the
               Notice of Exercise thereon and lodge the relevant Warrant certificate(s) at the office of the registrars of the
               Company for the time being (the Registrars') accompanied by a remittance for the total Exercise Price of the
               Ordinary Shares in respect of which the subscription rights are exercised. Once lodged, a Notice of Exercise shall
               be irrevocable save with the consent of the directors.  Compliance must also be made with any regulatory
               requirements for the time being applicable.
               
        c.    The Ordinary Shares issued pursuant to the exercise of subscription rights will be allotted not later than
               fourteen days after and with effect on and from the relevant subscription date and certificates in respect of such
               shares will be despatched (at the risk of the person(s) entitled thereto) not later than twenty-eight days after
               the relevant subscription date to the person in whose name the relevant Warrants are registered at the date of
               such exercise (and, if more than one, to the first-named which shall be sufficient despatch for all or (subject as
               provided by law and to the payment of stamp duty reserve tax or any like tax) to such other person(s) as may be
               named in the Form of Nomination on the reverse of the Warrant certificate (and, if more than one, to the first-
               named which shall be sufficient despatch for all).  If the subscription rights comprised in a Warrant certificate
               are exercised in part the Company shall at the same time issue a fresh Warrant certificate in the name of the
               holder or joint holders for any balance of his/her or their subscription rights remaining exercisable.
               
        d.    The Ordinary Shares allotted pursuant to the exercise of subscription rights will not rank for any dividends
               or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the
               relevant subscription date but, subject thereto, will rank in full for all dividends and other distributions in
               respect of the then current financial year and pari passu in all other respects with the Ordinary Shares in issue
               on the relevant subscription date.
               
e.    If at the time of issue of any Ordinary Shares pursuant to the exercise of the Warrant the Ordinary Shares
are quoted on any recognised Stock Exchange or dealt in on any trading facility the Company will upon or as Soon
as practicable after the issue of such shares apply to such Stock Exchange or the regulators of such trading
facility for permission to deal in and for quotation of such Ordinary Shares.
2     ADJUSTMENT OF SUBSCRIPTION RIGHTS
        
        a.    Upon any sub-division or consolidation of the Ordinary Shares on or before the final subscription date, the
               number and/or nominal value of Ordinary Shares to be subscribed on any subsequent exercise of the subscription
               rights will be increased or, as the case may be, reduced in due proportion and the subscription price shall be
               adjusted accordingly.  On any such subdivision or consolidation the auditors for the time being or the Company
               shall certify the appropriate adjustments and within twenty eight-days of such adjustments notice will be sent to
               each holder of a Warrant.
               
        b.    If on a date (or by reference to a record date) on or before the final subscription date, the Company makes
               any offer or invitation to the holders of the Ordinary Shares (whether by way of rights issue or otherwise but not
               being an offer to which paragraph 3(e) below applies), or any offer or invitation is made to such holders
               otherwise than by the Company, then the Company shall, so far as it is able, procure that at the same time the
               same offer or invitation is made to the then holders of Warrants as if their subscription rights had been
               exercisable and had  been exercised on the day immediately preceding the record date of such offer or invitation
               on the basis then applicable.
               
3     OTHER PROVISIONS
        
        So long as any subscription rights remain exercisable:
        
        a.    the Company shall not:
                         
                 i.    make any distribution of capital profits or capital reserves; or
                                  
                 ii.   issue securities by way of capitalisation of profit or reserves.
                       
        b.    the Company shall not in any way modify the rights attached to the Ordinary Shares or create any new class
               of share capital except for shares which carry, as compared with the Ordinary Shares, no more advantageous rights
               as regards voting, dividends and return of capital.
               
        c.    the Company shall keep available for issue sufficient authorised but unissued share capital to satisfy in
               full without a need for the passing of any resolution by shareholders all subscription rights remaining
               exercisable;
               
        d.    the Company shall not
                 
                 i.    amend its Articles of Association so as to enable a distribution of capital profits or capital reserves;
                       
                 ii.   reduce its share capital;
                                  
                 iii.  purchase or redeem any share capital.
                                  
        e.    if any order is made or an effective resolution is passed for winding up or liquidation the Company (except
                 for the purpose of reconstruction, amalgamation or unitisation on terms sanctioned by an extraordinary resolution
                 of holders of the Warrants), each holder of a Warrant shall, if in such winding up there shall be a surplus
                 available for distribution amongst the holders of the Ordinary Shares (including for this purpose the Ordinary
                 Shares which would arise on exercise of all the subscription rights) which, taking into account the Amounts
                 payable on the exercise of the subscription  rights exceeds in respect of each Ordinary Share a sum equal to such
                 subscription price, be treated as if immediately before the date of such order or resolution his/her subscription
                 rights had been exercisable and had been exercised in full on the basis then applicable and shall, accordingly, be
                 entitled to receive out of the Ordinary Shares such a sum as he/she would have received had he/she been the holder
                 of the Ordinary Shares to which he/she would have become entitled by virtue of such subscription price.  Subject
                 to the foregoing, all subscription rights shall lapse on liquidation of the Company.
                 
4     MODIFICATION OF RIGHTS
        
        All or any of the rights for the time being attached to the Warrants and any of these terms and conditions
        may from time to time (whether or not the Company is being wound up or liquidated) be altered or abrogated
        with  the  sanction of an extraordinary resolution of the holders of the Warrants.  All the provisions  of
        the  Articles  of  Association  for the time being of the Company as to  general  meetings  shall  mutatis
        mutandis  apply as though the Warrants were a class of shares forming part of the capital of  the  Company
        but  so  that  (a) the necessary quorum shall be the holders (present in person or by proxy)  entitled  to
        subscribe  for  one-tenth in nominal amount of the Ordinary Shares attributable to  the  then  outstanding
        Warrants, (b) every holder present in person at any such meeting shall be entitled on a show of  hands  to
        one  vote and every holder present in person or by proxy shall be entitled on a poll to one vote for every
        Ordinary Share for which he/she is entitled to subscribe, (c) any holder present in person or by proxy may
        demand  or join in demanding a poll, and (d) if at any adjourned meeting a quorum as above defined is  not
        present, those holders of Warrants who are then present in person or by proxy shall be a quorum.
        
5     TRANSFER
        
        Each  Warrant  will be registered and will be transferable by an instrument of transfer in  any  usual  or
        common form, or in any other Form which may be approved by the directors of the Company.  No transfer of a
        right to subscribe for a fraction of an Ordinary Share may be effected.
        
6     GENERAL
        
        The Company will, concurrently, with the issue of the same to the holders of the Ordinary Shares, send  to
        each  holder  of  a  Warrant (or in the case of joint holders to the first named) a copy  of  each  annual
        published  report and accounts of the Company, together with all documents required by law to  be  annexed
        thereto, and a copy of every notice or circular issued to Ordinary Shareholders.
        
        The  Company will apply for permission to deal Warrants on the PLUS Quoted Market. No application will  be
        made for quotation or listing upon any Stock Exchange in the United Kingdom.
        
        For  the purpose of these conditions 'extraordinary resolution' means a resolution passed at a meeting  of
        the  holders  of the Warrants duly convened and passing by a  majority consisting of not less than  three-
        fourths of the votes cast, whether on a show of hands or on a poll.
        
        For  the  purpose of these conditions 'business day' means a day (other than a Saturday on which banks  in
        London are open for business.
        
        Any  determination or adjustment made pursuant to these conditions by the Company's Auditors shall be made
        by  them as experts and not as arbitrators and any such determination or adjustment made by them shall  be
        final and binding on the Company and each of the holders of the Warrants.
        


For further information please refer to the Company Information on the PLUS Market website

www.plusmarketsgroup.com

or contact:

Peter Freeman
Loeb Aron & Co Limited
peter@loebaron.co.uk
Tel: 020 7628 1128

The directors of the issuer accept responsibility for this announcement.

ENQUIRIES TO:

Pointon York Group Ltd                                     
    Steven Clews                                           01858 419300
Loeb Aron & Company Ltd.                                   
    Peter Freeman                                          020 7628 1128

Contact Information

  • Pointon York Group Limited