Aquarius Media plc
LSE : AQMP

November 13, 2008 11:53 ET

(Correction) Notice of Annual General Meeting

                                            AQUARIUS MEDIA PLC
                                              (the "Company")
              (Registered and incorporated in England and Wales with Company number 06138814)
                                                     
                                                     
                               (CORRECTION) NOTICE OF ANNUAL GENERAL MEETING

ISSUE AMENDMENT:

The   Directors of Aquarius Media Plc apologise for a typographical error which occurred in the "Notice  of
Annual General Meeting" announcement released earlier today.

The date of the Annual General Meeting, as shown in the introductory paragraph, should have read 8 December
2008  as opposed to 16 December 2008. The date shown in explanatory note 1 should have read 6 December 2008
as opposed to 12 November 2008  and the date shown in explanatory notes 6 and 9 should have read 6 December
2008 as opposed to 14 December 2008.

This error has now been corrected in the statement below.


NOTICE  IS  HEREBY  GIVEN  that an Annual General Meeting of the Company will be held  at  the  offices  of
Beachcroft LLP, 100 Fetter Lane, London EC4A 1BN on 8 December 2008 at 11 a.m. for the following propose:

Ordinary Business

To  consider  and if thought fit, to pass the following Resolutions each of which will be  proposed  as  an
Ordinary Resolution:

1.      To  receive  and  adopt the Company's annual accounts for the financial year ended  31  March  2008
        together with the last directors' report and the auditors' report on those accounts.

2.      To reappoint Adam Ward as a director of the Company who retires by rotation.

3.      To reappoint Kingston Smith LLP as auditors to hold office from the conclusion of the meeting to
        the conclusion of the next meeting at which the accounts are laid before the Company at a 
        remuneration to be determined by the directors.

Special Business

To  consider and, if thought fit, pass Resolution 4, which will be proposed as an Ordinary Resolution,  and
Resolutions 5 and 6 which will be proposed as Special Resolutions:
4.      That, for the purposes of Section 80 of the Companies Act 1985 as amended (the "Act") (and so  that
        the expressions used in this resolution shall bear the same meanings as the said Section 80), the 
        directors of the Company (the "Directors") be and are hereby generally and unconditionally authorised 
        to allot relevant securities (within the meaning of section 80(2) of the Act):

        4.1     up to a maximum nominal amount of £43,750 (in pursuance of the exercise of outstanding warrants
                granted by the Company prior to the date hereof but for no other purpose);
        4.2     up to an aggregate nominal amount of £150,000 (in addition to the authorities conferred in sub-
                paragraph 4.1 above) representing approximately 70 per cent. of the Company's current issued 
                share capital,
        
        provided that these authorities, unless duly renewed, varied or revoked prior to their expiry date,
        shall  expire on the date being fifteen months from the date of the passing of this resolution  or,
        if  earlier, the conclusion of the next annual general meeting of the Company to be held after  the
        passing  of  this  resolution, but such authorities shall allow the Company to  make  an  offer  or
        agreement  which  would or might require relevant securities to be allotted after  the  authorities
        expire  and,  in that event, the Directors may allot relevant securities in pursuance  of  such  an
        offer  or  agreement  as if the authorities conferred hereby had not expired and  such  authorities
        shall  be  in substitution for any authorities conferred upon the Directors in accordance with  the
        said  section prior to the passing of this resolution, which authorities (to the extent they remain
        in force and unexercised) are hereby revoked.
5.      That,  conditional on the passing of Resolution 4, the Directors of the Company be hereby empowered
        pursuant to Section 95 of the Act to allot equity securities (as defined in Section 94(2) of the Act)
        pursuant to the general authorities conferred by Resolution 4 as if Section 89(1) of the Act did not 
        apply to the allotment, provided that this power shall be limited to:

        5.1     the allotment of equity securities in connection with any invitation made to the holders of
                ordinary shares to subscribe by way of rights in the same proportions (as nearly as may be) 
                to their respective holdings but subject to such exclusions or other arrangements as the 
                directors consider necessary or expedient in connection with ordinary shares representing 
                fractional entitlements or on account of either legal or practical problems arising in 
                connection with the laws of any territory or of the requirements of any applicable  
                regulatory body or stock exchange in any territory;

        5.2     the allotment (otherwise than pursuant to sub-paragraph 5.1 above) of equity securities on 
                the exercise of outstanding warrants granted by the Company prior to the date hereof; and

        5.3     the allotment (otherwise than pursuant to sub-paragraphs 5.1 to 5.2 above) of equity  
                securities up to an aggregate nominal amount of £150,000 representing approximately 70 per  
                cent. of the Company's current issued share capital;
        
        provided that these authorities, unless duly renewed, varied or revoked prior to their expiry date,
        shall expire on the date being fifteen months from the date of the passing of this resolution,  or,
        if  earlier, the conclusion of the next annual general meeting of the Company to be held after  the
        passing  of  this  resolution, but such authorities shall allow the Company to  make  an  offer  or
        agreement  which  would or might require relevant securities to be allotted after  the  authorities
        expire and, in that even, the Directors may allot relevant securities in pursuance of such an offer
        or  agreement as if the authorities conferred hereby had not expired and such authorities shall  be
        in  substitution  for  any  authorities conferred upon the Directors in accordance  with  the  said
        section  prior to the passing of this resolution, which authorities (to the extent they  remain  in
        force and unexercised) are hereby revoked.

6.      That,  the  Articles of Association produced to the meeting and initialled by the Chairman  of  the
        meeting for the purposes of identification be adopted as the Articles of Association of the Company 
        in substitution for, and to the exclusion of, the current Articles of Association.


BY ORDER OF THE BOARD                                                                    Registered Office:
Adam Ward                                                                                 Hilden Park House
Company Secretary                                                                         79 Tonbridge Road
                                                                                              Hildenborough
                                                                                                       Kent
                                                                                                   TN11 9BH
                                                                                                           

13 November 2008


Explanatory Notes:

New Articles of Association

It  is  proposed  to  adopt new Articles of Association (the "New Articles").  These update  the  Company's
current  Articles of Association (the "Current Articles") primarily to take account of changes  in  English
company law brought about by certain provisions of the Companies Act 2006 now the legislation has begun  to
be implemented.

The principal changes introduced in the New Articles are set out below.  Other changes, which are of minor,
technical  or clarifying nature and also some more minor changes which merely reflect changes made  by  the
Companies Act 2006 have not been noted.

As  the  Companies  Act  2006 is being implemented in stages, it is likely that the Company  will  need  to
propose  further amendments to the Articles of Association at the 2009 Annual General Meeting in  order  to
take accounts of the changes in the law that are expected to come into force on 1 October 2009.

    *   Articles with duplicate statutory provisions
        
        Provisions in the Current Articles which replicate provisions contained in the Companies  Act  2006
        are, in the main, amended to bring them into line with the Companies Act 2006.  Certain examples of
        such provisions include provisions as to the form of resolutions, the variation of class rights and
        provisions  regarding the period of notice required to convene general meetings.  The main  changes
        made to reflect this approach are detailed below.

    *   Form of resolution

        The  Current  Articles  contain a provision that, where for any purpose an ordinary  resolution  is
        required, a special or extraordinary resolution is also effective.  This provision is being amended
        as the concept of extraordinary resolutions has not been retained under the Companies Act 2006.
        
        The  Current  Articles enable members to act by written resolution.  Under the Companies  Act  2006
        public  companies  can  no longer pass written resolutions. These provisions  have  therefore  been
        removed in the New Articles.

    *   Variation of class rights

        The  Current  Articles contain provisions regarding the variation of class rights.  The proceedings
        and  specific quorum requirements for a meeting convened to vary class rights are contained in  the
        Companies Act 2006.  The relevant provisions have therefore been amended in the New Articles.

    *   Convening general meetings and annual general meetings

        The  provisions  in  the Current Articles dealing with the convening of general  meetings  and  the
        length  of  notice  required  to  convene general meetings are being  amended  to  conform  to  new
        provisions  in  the  Companies  Act  2006.  In particular a general  meeting  to  consider  special
        resolution can be convened on 14 days' notice whereas previously 21 days' notice was required.

    *   Votes of members

        Under  the  Companies Act 2006 proxies are entitled to vote on a show of hands  whereas  under  the
        Current  Articles proxies are only entitled to vote on a poll.  The time limits for the appointment
        or  termination  of a proxy appointment have been altered by the Companies Act  2006  so  that  the
        articles cannot provide that they should be received more than 48 hours before the meeting  or,  in
        the case of a poll taken more than 48 hours after a meeting, more than 24 hours before the time for
        taking  of  a  poll,  with  weekends and bank holidays being excluded for this  purpose.   Multiple
        proxies may be appointed provided that each proxy is appointed to exercise the rights attached to a
        different share held by the shareholder.  Multiple corporate representatives may be appointed.  The
        New Articles reflect these new provisions.

    *   Age of directors on appointment

        The  Current  Articles contain a provision (reflecting a provision in the Companies Act  1985,  now
        repealed)  limiting the age at which a director can be appointed and requiring annual reappointment
        after attaining the age of 70.  This provision has been removed from the New Articles.

    *   Electronic and web communications

        Provisions  of  the  Companies Act 2006 which came into force in January 2007 enable  companies  to
        communicate with members by electronic and/or website communications.  The New Articles continue to
        allow  communications to members in electronic form and, in addition, they also permit the  Company
        to take advantage of the new provisions relating to website communications.  Before the Company can
        communicate  with  a member by means of website communication, the relevant member  must  be  asked
        individually  by the Company to agree that the Company may send or supply documents or  information
        to him by means of a website, and the Company must either have received a positive response or have
        received  no  response within a period of 28 days beginning with the date on which the request  was
        sent.   The Company will notify the member (either in writing, or by other permitted means) when  a
        relevant  document or information is placed on the website and a member can always request  a  hard
        copy version of the document or information.

    *   Directors' indemnities and loans to fund expenditure

        The  Companies Act 2006 has in some areas widened the scope of the powers of a company to indemnify
        directors  and  to fund expenditure incurred in connection with certain actions against  directors.
        In particular, a company can now indemnify a director against liability incurred in connection with
        the  activities  of  a  company  which acts as a trustee of an  occupational  pension  scheme.   In
        addition,  the existing exemption allowing a company to provide money for the purpose of funding  a
        director's defence in court proceedings now expressly covers regulatory proceedings and applies  to
        associated companies.  The New Articles reflect these wider provisions in the Companies Act 2006.

    *   Joint holders

        In  order  to  make the flow of information more efficient between the Company and its shareholders
        who  hold  shares  jointly,  the  New Articles are being amended so  that  where  there  are  joint
        shareholders, anything agreed or specified with the Company by any one joint shareholder will  have
        been deemed to have been agreed or specified with the Company by all the joint shareholders.

    *   Conflicts of interest

        It  is  proposed to make a further change to the New Articles, with effect from 1 October 2008,  to
        cover  changes  being  introduced by the Companies Act 2006 relating  to  directors'  conflicts  of
        interest.
        
        The Companies Act 2006 sets out directors' general duties which largely codify the existing law but
        with some changes.  Under the Companies Act, from 1 October 2008, a director must avoid a situation
        where  he  has, or can have, a direct or indirect interest that conflicts, or possibly may conflict
        with  the  company's interests.  The requirement is very broad and could apply, for example,  if  a
        director becomes a director of another company or a trustee of another organisation.  The Companies
        Act 2006 allows directors of public companies to authorise conflicts and potential conflicts, where
        appropriate,  where the articles of association contain a provision to this effect.  The  Companies
        Act  2006  also  allows the articles of association to contain other provisions  for  dealing  with
        directors'  conflicts of interest to avoid a breach of duty.  The New Articles, as proposed  to  be
        altered  with  effect from 1 October 2008, give the directors authority to approve such  situations
        and to include other provisions to allow conflicts of interest to be dealt with in a similar way to
        the  current  position.   There are safeguards which will apply when directors  decide  whether  to
        authorise  a  conflict or potential conflict.  First, only directors who have no  interest  in  the
        matter  being  considered will be able to take the relevant decision, and secondly, in  taking  the
        decision  the  directors must act in a way they consider, in good faith, will  be  most  likely  to
        promote  the  Company's success.  The directors will be able to impose limits  or  conditions  when
        giving authorisation if they think this is appropriate.

Entitlement to attend and vote

1.      Pursuant  to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies
        that only those members registered on the Company's register of members at:
        
        *       6 p.m. on 6 December 2008; or,
        
        *       if this Meeting is adjourned, at 6 p.m. on the day two days prior to the adjourned meeting,
        
        shall be entitled to attend and vote at the Meeting.

Appointment of proxies

2.      If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint
        a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should 
        have received a proxy form with this notice of meeting. You can only appoint a proxy using the 
        procedures set out in these notes and the notes to the proxy form.

3.      A  proxy does not need to be a member of the Company but must attend the Meeting to represent  you.
        Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy 
        form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at 
        the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your 
        instructions directly to them.

4.      You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to
different shares. You may not appoint more than one proxy to exercise rights attached to more than one
share. To appoint more than one proxy please refer to the notes on the Form of Proxy.

5.      In order to facilitate voting by corporate representatives at the AGM, arrangements will be put in
        place at the AGM so that (i) if a corporate shareholder has appointed the chairman of the meeting as 
        its corporate representative to vote on a poll in accordance with the directions of all of the other 
        corporate representatives for that shareholder at the meeting, then on a poll those corporate 
        representatives will give voting directions to the chairman and the chairman will vote (or withhold 
        a vote) as corporate representative in accordance with those directions; and (ii) if more than one 
        corporate representative for the same corporate shareholder attends the meeting but the corporate 
        shareholder has not appointed the chairman of the meeting as its corporate representative, a 
        designated corporate representative will be nominated, from those corporate representatives who 
        attend, who will vote on a poll and the other corporate representatives will give voting directions 
        to that designated corporate representative. Corporate shareholders are referred to the guidance 
        issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate 
        representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a  
        sample form of appointment letter if the chairman is being appointed as described in (i) above.

Appointment of proxy using hard copy proxy form

6.      The  notes  to  the proxy form explain how to direct your proxy how to vote on each  resolution  or
        withhold their vote.  To appoint a proxy using the proxy form, the form must be:

        *       completed and signed;
        *       sent or delivered to Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road,
                Beckenham, Kent  BR3 4TU; and
        *       received by Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham,
                Kent BR3 4TU no later than 11 a.m. on 6 December 2008.
        
        In  the case of a member which is a company, the proxy form must be executed under its common  seal
        or signed on its behalf by an officer of the company or an attorney for the company.
        
        Any  power  of  attorney or any other authority under which the proxy form is  signed  (or  a  duly
        certified copy of such power or authority) must be included with the proxy form.

Appointment of proxy by joint members

7.      In the case of joint holders, where more than one of the joint holders purports to appoint a proxy,
        only the appointment submitted by the most senior holder will be accepted. Seniority is determined 
        by the order in which the names of the joint holders appear in the Company's register of members in 
        respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

8.      To  change your proxy instructions simply submit a new proxy appointment using the methods set  out
        above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation 
        to amended instructions; any amended proxy appointment received after the relevant cut-off time will 
        be disregarded.
        
        Where  you  have  appointed a proxy using the hard-copy proxy form and would  like  to  change  the
        instructions  using  another  hard-copy  proxy  form,  please  contact  Capita  Registrars,   Proxy
        Department, The Registry, 34 Beckenham Road, Beckenham, Kent  BR3 4TU.
        
        If  you  submit  more than one valid proxy appointment, the appointment received  last  before  the
        latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

9.      In  order  to  revoke a proxy instruction you will need to inform the Company using  the  following
        method:

        By  sending  a  signed  hard  copy  notice clearly stating your  intention  to  revoke  your  proxy
        appointment  to  Capita Registrars, Proxy Department, The Registry, 34 Beckenham  Road,  Beckenham,
        Kent   BR3 4TU.  In the case of a member which is a company, the revocation notice must be executed
        under  its common seal or signed on its behalf by an officer of the company or an attorney for  the
        company.  Any power of attorney or any other authority under which the revocation notice is  signed
        (or a duly certified copy of such power or authority) must be included with the revocation notice.
        
        The  revocation  notice must be received by Capita Registrars, Proxy Department, The  Registry,  34
        Beckenham Road, Beckenham, Kent  BR3 4TU no later than 11 a.m. on 6 December 2008.
        
        If  you  attempt  to revoke your proxy appointment but the revocation is received  after  the  time
        specified then, subject to the paragraph directly below, your proxy appointment will remain valid.
        
        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  appointment  will
        automatically be terminated.
        
Documents on display

10.     The following documents will be available for inspection at the registered office of the Company on
        any weekday (excluding public holidays) during normal office hours from the date of this Notice until 
        the time of the Meeting and for at least 15 minutes prior to the Meeting and during the Meeting:
        
        *       Copies of the service contracts of executive directors of the Company.
        *       Copies of the letters of appointment of the non-executive directors of the Company.
        *       A copy of the proposed new articles of association of the Company, together with a copy of 
                the existing articles of association of the Company marked to show the changes being proposed.


The directors of Aquarius Media plc accept responsibility for this announcement.

                                                 - ends -

CONTACT DETAILS:

Aquarius Media plc:              Adam Ward                Tel: 01732 836 180


Fisher Corporate Plc:            Gary Miller              Tel: 0207 388 7000

Contact Information

  • Aquarius Media plc