Tower Gate Capital Limited
LSE : TGCP

January 26, 2010 10:22 ET

Correction of Notice of Annual General Meeting

26 January 2010
                                                     
                                          TOWER GATE CAPITAL PLC
                                              (the "Company")
              (Registered and incorporated in England and Wales with Company number 03924125)
                                                     
                              CORRECTION OF NOTICE OF ANNUAL GENERAL MEETING


The Directors of Tower Gate Capital Plc announce today an amendment to the notice of Annual General Meeting
posted on 20 January 2010.

Resolution  5  of  the notice posted on 20 January referred to Sections 80 and 80(2) of the  Companies  Act
1985,  however  the  notice should have made reference to Sections 551 and 560, of the Companies  Act  2006
respectively.

In  addition Resolution 6 of that notice made reference to 95, 94(2) and 89(1) of the Companies  Act  1985,
whereas references should have been made to 571, 560 and 561(1) of the Companies Act 2006, respectively.

The  following  Notice of Annual General Meeting, introduced by an explanatory letter to  the  shareholders
comprises the amended notice in full:



To the holders of Ordinary Shares


Dear Shareholder

At  the  end of this letter is notice of the Annual General Meeting of your Company, which will be held  at
our offices at Dudley House, 169 Piccadilly, London W1J 9EH on 23 February 2010 at 12 noon.

The  first  four  resolutions on the agenda for the meeting are the ordinary business of an Annual  General
Meeting  of the Company.  Included in the special business is the renewal of the Directors' power to  allot
equity  securities in the Company and the dis-application of pre-emption rights.  It should be  noted  that
the  general authorities proposed exceed 100 per cent. of the Company's current issued share capital.  This
is due to the fact that the Company is in discussion with a number of potential investors and the Directors
consider it important for the Company to have the flexibility to allot further ordinary shares of 0.5p each
should it have the opportunity to do so.

Action to be taken

Shareholders are requested to complete and return the enclosed form of proxy for use at the Annual  General
Meeting,  in  accordance  with  the instructions printed on the form, so as  to  arrive  at  the  Company's
Registrars, SLC Registrars, Thames House, Portsmouth Road, Esher, Surrey KT10 9AD as soon as possible,  and
in  any  event no later than 12 noon on 15 February 2010.  Completion and return of the form of proxy  will
not prevent you from attending the Annual General Meeting and voting in person, if you wish to do so.

Yours faithfully



Matthew Hudson

Chairman
                                                     
                                                     
                                          TOWER GATE CAPITAL PLC
                                              (the "Company")
              (Registered and incorporated in England and Wales with Company number 03924125)
                                                     
                                     NOTICE OF ANNUAL GENERAL MEETING



NOTICE  IS  HEREBY GIVEN that an Annual General Meeting of the Company will be held at Tower Gate  Capital,
Dudley House, 169 Piccadilly, London W1J 9EH on 23 February 2010 at 12 noon for the following purposes:


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  2009
        together with the last directors' report and the auditors' report on those accounts.
2.      To reappoint Matthew Hudson as a director of the Company who retires by rotation.

3.      To reappoint Michael Wright as a director of the Company who retires by rotation.

4.      To  reappoint Fisher Sassoon & Marks 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 5, which will be proposed as an Ordinary Resolution,  and
Resolution 6 will be proposed as a Special Resolution:
        

5.      That in substitution for all existing authorities for the allotment of the un-issued shares in  the
        capital of the Company by the Directors, which are hereby revoked but without prejudice to any allotment,
        offer or agreement already made pursuant to that authority previously granted to the Directors and the
        Directors of the Company be and are hereby generally and unconditionally granted the authority pursuant to
        Section 551 of the Companies Act 2006 ("the Act") to exercise all powers of the Company to allot equity
        securities (as defined by Section 560 of the Act)  as follows:
        
        5.1     up to a maximum nominal amount of £4,500 (in pursuance of the exercise of warrants granted by the
                 Company prior to the date hereof but for no other purpose);
        
        5.2     the allotment (otherwise than pursuant to sub-paragraph 5.1 above) of equity securities up to an
                aggregate nominal amount of £125,000 representing approximately 108 per cent. of the Company's current
                issued share capital;
        
Provided  that  these  authorities, unless are duly renewed, varied or revoked by the  Company  in  general
meeting,  shall expire 15 months after the date of passing of this resolution or at the conclusion  of  the
next  annual  general  meeting of the Company following the passing of this resolution,  whichever  is  the
earlier  event, provided that the Company may before such expiry, variation or revocation make an offer  or
agreement which would or might require such relevant securities to be allotted after such expiry, variation
or  revocation and the Directors of the Company may allot relevant securities pursuant to such an offer  or
agreement as if the authority conferred hereby had not expired or been varied or revoked by the Company.
 
        6.   That  the Directors are hereby empowered pursuant to Section 571 of the Act to allot  or  make
        offers or agreements to allot equity securities (as defined by Section 560 of the Act) and pursuant
        to the authority conferred in the previous resolution as if Section 561(1) of the Act did not apply
        to any such allotment, provided that this power shall be limited to:
        
        6.1   The  allotment of the equity securities in connection with any invitation made to the holders
        of  the issued 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  entitlement or on account of either legal or practical problems arising  in  connection
        with  the laws of any territory or of the requirements of any regulatory body or stock exchange  in
        any territory.
        
        6.2   The  allotment  (otherwise than pursuance to sub-paragraph 6.1 above)  of  equity  securities
        pursuant  to any outstanding warrant and options granted by the Company prior to the date  of  this
        resolution.
        
        
        6.3   The  allotment  (otherwise  than pursuant to sub-paragraphs  6.1  to  6.2  above)  of  equity
        securities up to an aggregate nominal amount of £125,000 representing approximately 108  per  cent.
        of the Company's current issued share capital;
        
        
        Provided that these authorities, unless they are duly renewed, varied or revoked by the Company  in
        general  meeting,  shall expire 15 months after the date of passing of this resolution  or  at  the
        conclusion  of  the  next  annual  general meeting of the Company following  the  passing  of  this
        resolution,  whichever  is the earlier event, provided that the Company  may  before  such  expiry,
        variation  or  revocation  make an offer or agreement which would or might  require  such  relevant
        securities  to  be  allotted after such expiry, variation or revocation and the  Directors  of  the
        Company  may  allot relevant securities pursuant to such an offer or agreement as if the  authority
        conferred hereby had not expired or been varied or revoked by the Company.



BY ORDER OF THE BOARD                                                                    Registered Office:
Matthew Hudson on behalf of
TGC Corporate Services Limited                                                                 Dudley House
Company Secretary                                                                            169 Piccadilly
                                                                                                     London
                                                                                                    W1J 9EH
26 January 2010

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  • Tower Gate Capital Limited