Allura plc

September 18, 2008 10:37 ET

Board change, substantial shareholding change and share split



Allura Plc (the "Company") announces the resignation of Leo Knifton as Director as of 11 September 2008 who
wishes to concentrate on other business interests.

Replacing Mr Knifton as a Director is Jonathon DeMendonca as executive director as of 10 September 2008.

Mr de Mendonca has held the following directorships during the past five years:

Director             Current directorships:               Previous directorships:

Jonathon             Wings of a Dove Ltd                  Metroelectric plc
de Mendonca          Alphaworx plc                        Internet Incubations Limited
                     Belisarius Limited                   Internet I.P.O.S. Limited
                     Camvaxx Limited
                     Puzzlenut Limited
                     Puzzlenut (Administration) Limited
                     Puzzlenut (Adultzone) Limited
            (Holdings) Limited
                     Puzzlenut (Kidzone) Limited
                     Puzzlenut (Teenzone) Limited
                     Safevaxx Limited
                     Voipnetwork Limited
                     Wannabeapuzzlemillioniare Limited
                     Petrocapital Resources plc
                     Metrocapital Engineering plc
                     Metrocapital Media plc
                     Metrocapital Tech plc

There  are  no  other  matters which are required to be announced  pursuant  to Paragraph 18 of Appendix  1
of the PLUS Markets "Rules for Issuers".

The Company also wishes to announce that it has been informed today that following a sale of his shares  in
Allura  plc,  Leo  Knifton no longer holds any shares in the Company. Mr Knifton sold  20,000,000  £0.00001
Ordinary  shares  for 0.1p per share. The shares were acquired by Peter Redmond who now  owns  a  total  of
20,000,000 £0.00001 Ordinary shares representing 15.56% of the issued Ordinary shares.

Finally the company also wishes to announce that at the Annual General Meeting held on 26 June 2008 it  was
resolved that each of the 128,572,167 Ordinary shares of £0.001 in issue were split into one Ordinary share
of  £0.00001  and one Deferred Share of £0.00099 (a "Deferred Share") each credited as fully paid  up;  the
Deferred Shares having the special rights and being subject to the restrictions set out below.

Furthermore  each  of  the  4,871,427,833 unissued Ordinary Shares of  £0.001  each  in  the  Company  were
subdivided into one hundred Ordinary Shares of £0.00001 each.

The special rights and restrictions attaching to the Deferred Shares are as follows:-

(i) as regards income the Deferred Shares shall not entitle the holders thereof to receive any dividend  or
other distribution;

(ii) as regards voting the Deferred Shares shall not entitle the holders thereof to receive notice of or to
attend or vote at any General Meeting of the Company;

(iii)  as regards capital on a return of capital on a winding up the holders of Deferred Shares shall  only
be  entitled  to  receive the amount paid up on such shares after the holders of the Ordinary  Shares  have
received  the  sum  of  £100,000 for each Ordinary Share held by them and shall  have  no  other  right  to
participate in the assets of the Company;

(iv) as regards transfers the Company is authorised at any time:
(a)  to  appoint  any person to execute on behalf of the holders of the Deferred Shares a transfer  thereof
and/or an agreement to transfer the same, without making any payment to the holders thereof and persons  so
entitled, to such persons as the Company may determine as holder thereof beneficially entitled thereto;
(b) pending any such transfer not to issue certificates for the Deferred Shares;

(v) as regards variation of rights neither:
(a)  the passing by the Company of any resolution for a reduction of capital involving the cancellation  of
the  Deferred  Shares without any repayment of capital in respect thereof, or a reduction of share  premium
account,  or  the  obtaining  by the Company or the making by the Court of an  order  confirming  any  such
reduction of capital or share premium account or the making effective of such order; nor
(b) the purchase by the Company in accordance with the provisions of the Companies Act 1985 (the "Act")  of
any of its own shares or other securities or the passing of a resolution to permit any such purchase; shall
constitute a variation or abrogation of the rights attaching to the Deferred Shares; and

(vi) as regards further issues the rights conferred by the Deferred Shares shall not be varied or abrogated
by the creation or issue of further shares ranking pari passu with or in priority to the Deferred Shares.

The Directors of the Issuer accept responsibility for this announcement.


Simon Hunt
07733 337755

18 September 2008

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  • Allura plc