Commodity Watch plc
LSE : CMWP

November 20, 2008 05:37 ET

EGM Statement

Commodity Watch PLC.                     20th November 2008

The Directors of Commodity Watch PLc (the "Company") are pleased to announce that at the General
Meeting of the Company held at 9.00 a.m. this morning at Henry Thomas House, 5-11 Worship Street,
London EC2A 2BH the following resolutions were considered and approved. The total numbers of votes
cast by the Chairman as directed by proxies or in exercise of discretion are shown below.


RESOLUTIONS                                                           For             Against
ORDINARY RESOLUTIONS                                                              
1. THAT  subject  to  the  passing of  Resolution  3  below  and   4,359,520           Nil
Admission,  the  acquisition by the Company  of  the  entire
issued  share  capital of Rivington Street Holdings  Limited
(''Rivington  Street Holdings" or ''RSH'') pursuant  to  the
terms  and  conditions of a conditional offer document  from
the  company  to the shareholders of RSH dated 3rd  November
2008  ("the  Offer")   as  described  in  the  circular   to
shareholders  of  the Company dated 3rd  November  2008  the
''Document'' is hereby approved for the purpose of  Rule  38
of the rules of the PLUS Market, subject to the satisfaction
of the conditions to the Offer and that the directors of the
Company  be  and  are hereby authorised to  take  all  steps
necessary or in the opinion of the directors of the Company,
desirable to complete and give effect to the Offer.

2. THAT   the   directors   be  and  they  are   generally   and    4,359,520          Nil
unconditionally authorised for the purposes of Section 80 of
the  Companies  Act 1985 to exercise all the powers  of  the
Company to allot relevant securities (within the meaning  of
that  section) up to an aggregate nominal amount  equivalent
to its authorised share capital provided that this authority
is  for  a  period expiring 5 years from the  date  of  this
resolution  but the Company may before such expiry  make  an
offer  or  agreement which would or might  require  relevant
securities  to  be  allotted  after  such  expiry  and   the
directors may allot relevant securities in pursuance of such
offer   or  agreement  notwithstanding  that  the  authority
conferred by this resolution has expired.

3. THAT   the   Company   be   and  is  hereby   generally   and    4,359,520          Nil
unconditionally  authorised pursuant to  and  in  accordance
with  section  166 Companies Act 1985 ("CA  1985")  to  make
market  purchases (within the meaning of Section  163(3)  of
the  CA  1985) of Ordinary shares of 1p each in the  Company
("Ordinary Shares") on such terms and in such manner as  the
Directors  of the Company shall from time to time determine,
provided that:

        (a) the maximum number of Ordinary Shares so
        authorised to be purchased shall not exceed 5.00 %
        of the present issued Ordinary Share Capital of the
        Company;

        (b) the minimum price which may be paid for an
        Ordinary Share shall be 1p;

        (c) the maximum price, exclusive of expenses, which
        may be paid for an Ordinary Share is an amount equal
        to 105 per cent of the average of the middle market
        quotations for an Ordinary Share taken from the
        London Stock Exchange Daily Official List for the
        five business days immediately preceding the day on
        which the Ordinary Share is contracted to be
        purchased;

        (d) the authority conferred comes to an end at the
        conclusion of the Annual General Meeting of the
        Company for the calendar year 2008, unless
        previously revoked, varied or renewed by the Company
        in general meeting; and

        (e) that the Company may enter into a contract to
        purchase its Ordinary Shares under this authority
        prior to the expiry of this authority which would or
        might be completed wholly or partly after the expiry
        of this authority.

        References in this resolution to the CA 1985, or to
        sections of the CA 1985, shall, where the context
        requires and where appropriate, include references
        to the Companies Act 2006 and any corresponding or
        similar sections of that Act, it being the intention
        that, to the extent permitted by law, the authority
        contained in this resolution shall continue in full
        force and effect notwithstanding any repeal of the
        CA 1985 or any relevant part or section thereof.

        That  subject to and conditional upon Resolutions  1
        and  4 having been passed, the waiver granted by the
        Panel  on  Takeovers and Mergers of  the  obligation
        that would otherwise arise on members of the Concert
        Party to make a general offer to the members of  the
        Company  pursuant  to Rule 9 of  the  City  Code  on
        Takeovers and Mergers in the event that the Concerts
        Party's  interest  in  the Company  increases  as  a
        result  of  the  buy back of shares by  the  Company
        pursuant  to section 166 of the Companies  Act  1985
        ("the   Act")  (or  any  subsequent  or  replacement
        legislation relating to this section), as  described
        in  the Company's circular to Shareholders of  which
        this notice forms part, be and is hereby approved.

4. THAT, subject to and conditional upon both Resolutions 1 and 2   4,359,520          Nil
set  out in the Notice Convening this General Meeting having
been  passed  and  the  Offer having  been  declared  wholly
unconditional by the Company the waiver granted by the Panel
on  Takeovers  and  Mergers  of the  obligation  that  would
otherwise  arise  on the members of the  Concert  Party  (as
defined  in  the Document) to make a general  offer  to  the
members  of the Company pursuant to Rule 9 of the City  Code
on  Takeovers  and Mergers as a result of the allotment  and
issue  by  the Company of 24,384,360 Ordinary  Shares  of  1
penny  each in the Company to the Concert Party as described
in  the Document to Shareholders of which this notice  forms
part  and so long as the interest of the Concert Party  does
not  exceed 89.99% of the Enlarged Share Capital, be and  is
hereby approved;

SPECIAL RESOLUTIONS                                                                   
5. THAT subject to the passing of resolutions 1 to 4 above,     4,359,520          Nil
the directors be and are hereby empowered pursuant to
Section 95 of the Companies Act 1985 to allot equity
securities (within the meaning of Section 94(2) of the said
Act) pursuant to the authority conferred by resolution 2
above as if Section 89(1) of the Act did not apply to such
allotments, provided that this power shall be limited to the
allotments of equity securities up to the amount of the
unissued authorised share capital.  The power shall (unless
previously revoked or varied) expire at the conclusion of
the annual general meeting of the Company to be held in 2009
provided that the directors may, before the power expires,
make an offer to enter into an agreement which would or
might require equity securities to be allotted after such
power expires and the directors may allot equity securities
in pursuance of such offer or agreement as if the power
conferred had not expired.
6. THAT subject, to, (i) the Offer being declared wholly           4,359,520          Nil
unconditional by the Company and (ii) Admission as defined
in this Document, the name of the Company be changed to
"Rivington Street Holdings PLC".
All resolutions were therefore passed.

The Directors of the Company accept responsibility for the content of this announcement

For further information contact

Emma Milton Commodity Watch plc 020 7562 3381
Peter Freeman Loeb Aron & Co. Ltd. 020 7628 1128

Contact Information

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