St Helens Finance plc

March 17, 2008 05:48 ET

AGM Notice

LONDON, UNITED KINGDOM--(Marketwire - March 17, 2008) - NOTICE IS HEREBY GIVEN that the SIXTH ANNUAL GENERAL MEETING of the members of ST HELEN'S FINANCE PLC will be held at 5 St Helen's Place, London EC3A 6AU on 23 April 2008 at 4.30 pm for the purpose of transacting the following business, of which Resolution 8 will be proposed as a Special Resolution.

Ordinary Business

1. To receive and adopt the Directors' Report and the Financial Statements for the year ended 31 December 2007.

2. To approve the remuneration of the Directors in respect of the year ended 31 December 2007.

3. To re-elect Mr Anthony Charles Drury a director of the Company.

4. To re-elect Mr Richard Edward Guilbert a director of the Company.

5. To appoint Messrs H W Fisher & Co as auditors.

6. To authorise the Directors to fix the remuneration of the auditors.

Special Business - Ordinary Resolution

7. The Directors be authorised in accordance with Section 80 of the Companies Act 1985 to exercise for a period from the date of passing this Resolution to 30 June 2009 or, if earlier, until the conclusion of the Annual General Meeting of the Company held in the year 2009, all the powers of the Company to allot relevant securities (within the meaning of the said Section) up to an aggregate nominal amount of Pounds Sterling 1,050,000 provided that this authority shall allow the Directors to allot any shares or grant any such rights after that period has expired in pursuance of an offer or agreement so to do made by the Company within that period as if the authority had not expired.

Special Business - Special Resolution

8. The Directors be empowered pursuant to the Companies Act 1985 ('the Act') to allot equity securities for cash as if Section 89(1) of the Act did not apply to such allotment provided that this power shall be limited to:

8.1 the allotment of equity securities (as defined in Section 94 of the Act) in connection with any offer by way of rights to the holders of Ordinary Shares in the Company on a record date fixed by the Directors in proportion (as nearly as may be) to the number of shares held by such holders, but subject to such exclusions or other arrangements as the Directors may deem appropriate to deal with fractional entitlements or to resolve any legal or practical problems arising in connection with such an offer; and

8.2 the allotment otherwise in connection with such an offer up to an aggregate nominal amount of Pounds Sterling 525,000; and shall expire on 30 June 2009 or, if earlier, at the conclusion of the Annual General Meeting of the Company held in the year 2009, save that the Company may, prior to the expiry of such authority make an offer or agreement under which equity securities would or might fall to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or earlier agreement as if the power conferred by this Resolution had not expired.

Dated 4 March 2008

By Order of the Board

Registered Office: Michael Hudson
5 St Helen's Place
London EC3A 6AU Secretary


1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company. The appointment of a proxy will not preclude a member from being present at the meeting and voting in person if he or she should subsequently decide to do so.

2. A proxy form is enclosed and to be valid proxy forms must be lodged with the Secretary at the registered office not later than 48 hours before the time of the meeting.

3. A shareholder may attend, speak and vote at the meeting if his name is on the register of members by 4.30 pm on 21 April 2008. A shareholder's voting entitlement will depend on the number of shares held at that time.

4. Where no instruction is given, either generally or in relation to any resolution, your proxy may vote at his or her discretion or refrain from voting as he or she sees fit. The Chairman of the meeting will decide any unclear voting instructions he receives. His decision will be final.

5. Changes to written proxy voting instructions for the Chairman must be made in writing and signed by the shareholder. The voting instruction received last will be the one that is followed. To be certain that changes are accepted, they must be received by the Secretary by 4.30 pm on 21 April 2008. The Chairman's decision concerning changes to proxy voting will be final. Alternatively, shareholders wishing to change their proxy voting instructions may do so by attending the meeting and voting in person.

6. Joint shareholders may attend the meeting. Any one shareholder may sign a proxy form or poll card on behalf of all joint shareholders. If more than one joint shareholder fills in a proxy form or poll card, the most recent voting instruction of the shareholder named first in the register of members will be accepted, whenever instructions from another joint holder are received.

7. Crest members who wish to appoint a proxy may do so for the Annual General Meeting and any adjournment thereof. Crest members should refer to their Crest sponsor or voting service provider who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction to be made using the Crest Service to be valid, the appropriate Crest message (a Crest proxy instruction) must be properly authenticated in accordance with CrestCo's specifications and must contain the information required for such instructions as described in the Crest Manual. All messages relating to the appointment of a proxy or an instruction to a previously appointed proxy must be transmitted so as to be received by SLC Registrars Limited by 4.30 pm on 21 April 2008. It is the responsibility of the Crest member concerned to take such action as shall be necessary to ensure that a message is transmitted by means of the Crest system by any particular time. In this connection, Crest members and, where applicable, their Crest sponsors or voting service providers are referred, in particular, to those sections of the Crest manual concerning practical limitations of the Crest system and timings, and in particular to the fact that Crest messages are not transmitted on a Saturday. The Company may treat as invalid a Crest proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

8. Pounds Sterling 1,050,000 nominal value equates to 30 million 3.5p shares (resolution 7) and Pounds Sterling 525,000 nominal value equates to 15 million 3.5p shares (resolution 8).

The Directors of the Issuer accept responsibility for this announcement

Contact Information

  • St Helens Finance plc
    Norman Kenvyn, Managing Director or Rick Abbott, Chairman
    020 7628 4004
    Fisher Corporate Plc
    Gary Miller
    020 7388 7000
    Bishopsgate Communications Limited
    Dominic Barretto or Gemma O'Hara
    020 7562 3350