Aquarius Media plc
LSE : AQMP

January 25, 2011 02:00 ET

Notice of AGM

                                            Aquarius Media plc
                                       ("Aquarius" or the "Company")
                                               (PLUS: AQMP)
                                                     
                                     Notice of Annual General Meeting
                                                     
                                                     
The Company announces today that the Company's Annual General Meeting will be held at the offices of
Rivinton Street Corporate Finance, 3rd Floor, 3 London Wall Buildings, London Wall, London, EC2M 5SY, on 28
February 2011 at 10:30 a.m.
                                                     
On  5  July,  Aquarius  Media  announced  that its wholly owned subsidiary,  Full  Portion  Limited  ("Full
Portion"), had recently lost a number of its monthly retainers and that efforts to replace these had so far
been  unsuccessful.  The Directors of Full Portion had prepared cash flows which showed that  Full  Portion
was  unable  to meet its liabilities without replacing this income and therefore sought the  advice  of  an
insolvency practitioner. Subsequent to this, Full Portion appointed a liquidator on 6 August 2010.

Accordingly,  the  Directors  have  made  an impairment provision  against  all  amounts  relating  to  its
subsidiary.

Following  a  strategic  review  of  the  Company's current  position,  the  Directors  believe  there  are
opportunities in the market that the Company can take advantage of. As such, the Directors are proposing to
lead  Aquarius  Media in a new direction and re-evaluate the Company's investment strategy.  The  Directors
also propose to change the name of the Company to "Etaireia Investments Plc".

If  the  Resolutions are approved and following completion of the liquidation of Full Portion, as announced
on 23 July, the Company would become an investment vehicle under the PLUS Rules.
The  Company's Investment Strategy is intended to be a generalist one with no specific sector, national  or
regional focus. The Company may be either an active investor and acquire control of a single company or  it
may be a passive investor and acquire non-controlling shares or other assets or businesses.

The  purpose  of the Circular which was sent to Shareholders yesterday, is to explain the reasons  for  the
Annual  General Meeting and why the Directors consider this to be in the best interests of the Company  and
the Shareholders.


Share Reorganisation
The  Act prohibits the Company from issuing ordinary shares at a price below their nominal value. The price
at  which  the Company has been able to raise additional capital is less than the current nominal value  of
its  Existing  Ordinary Shares. Accordingly, it will be necessary to reorganise the share  capital  of  the
Company (the "Share Capital Reorganisation").

To  allow  it to issue new shares in lieu of debt owed by the Company as described in the "Debt Settlement"
paragraph below.

Immediately following the Annual General Meeting, the Company will have 85,166,666 Existing Ordinary Shares
in  issue.  Resolution 4 to be proposed at the Annual General Meeting, proposes that all  of  the  Existing
Ordinary  Shares of the Company be split into one Ordinary Share of 0.01p and one Deferred Share of  0.24p,
such  deferred shares having the rights attached to them as set out in the Articles to be amended  pursuant
to the approval of Resolution 11 below. Essentially, the passing of Resolution 4 would change the par value
of the Company to 0.01p per share.

The  New  Ordinary Shares of 0.01p each will continue to carry the same rights as attached to the  Existing
Ordinary  Shares  (save  for  the  reduction  in nominal value).  The  Deferred  Ordinary  Shares  will  be
transferable only with the consent of the Company and will not be admitted to trading on PLUS (or any other
investment  exchange). The Deferred Ordinary Shares will have the rights set out in the paragraph  entitled
Adoption of New Articles overleaf and the Directors consider the Deferred Ordinary Shares so created to  be
of no economic value.


Adoption of New Articles
In  order  to  effect  the  subdivision of the Existing Ordinary Shares, which is fully  described  in  the
paragraph  entitled  "Share Reorganisation" above, the Company needs to create a new class  of  share,  the
Deferred  Ordinary  Shares.  Resolution  9 proposes the adoption  of  new  articles  of  association  ("New
Articles") to create a new class of share, the Deferred Ordinary Share.  The Deferred Ordinary Shares  will
not  be  admitted  to  trading  on PLUS (or any other investment exchange) and  will  carry  no  rights  to
participate  in the profits of the Company.  On a return of capital in a winding up or dissolution  of  the
Company  the holders of Deferred Ordinary Shares will be able to participate in the distribution of  assets
of  the  Company pari passu with the holders of Ordinary Shares but only in respect of any excess of  those
assets  above £1,000,000,000,000. The Deferred Ordinary Shares will carry no rights to attend  any  general
meeting  of  the  Company or speak or vote at any such meeting.  In addition, the  Company  will  have  the
irrevocable authority at any time to: (a) appoint any person to execute on behalf of any holder of Deferred
Ordinary  Shares  a  transfer  of all or any part thereof to any person as  the  Directors  determine;  (b)
purchase all or any of the Deferred Ordinary Shares for an amount equal to one pence in aggregate; (c)  for
the  purposes of (b) to appoint any person to execute on behalf of a holder of Deferred Ordinary  Shares  a
contract  for  sale; and (d) to cancel all or any of the Deferred Ordinary Shares purchased  under  (b)  in
accordance with the Companies Act.

In  addition  to  the  creation  of the Deferred Ordinary Shares the New  Articles  have  been  updated  to
incorporate  changes introduced by the Act. On 1st October 2009, all the provisions of  the  memorandum  of
association  of  the  Company other than the subscription clause, including the objects  clause  and  share
capital  clause  became  incorporated  into  the  Company's  Articles,  pursuant  to  the  Act.   Companies
incorporated  under  the  Act will not, unless special provision is made have  any  objects  clause  (their
activities being unrestricted) or any limitation on the number of shares they may issue, and the prevailing
market  practice  is  for  companies incorporated prior to the introduction of  the  Act  to  follow  suit.
Notwithstanding  that  the  share  capital is unlimited; the Directors  cannot  allot  any  shares  without
authority from the shareholders to do so.  The proposed resolution therefore deletes from the Articles  all
the  provisions  carried over from the memorandum of association, except those provisions setting  out  the
name  of  the  company and adopts the New Articles which comply fully with the Act.  The New  Articles  are
available  for inspection at the offices of Rivington Street Corporate Finance at 3rd Floor, 3 London  Wall
Buildings, London, EC2M 5SY.


Debt Settlement
In  order to enable the Company to be in a position to take advantage of the various opportunities  in  the
market,  the  Directors  believe  it  is  necessary to settle  all  outstanding  debts.  Following  lengthy
discussions with the trade creditors of the Company, the following was agreed.

Griffin  Corporate Finance Limited ('Griffin') is owed £139,500 in fees for administrative  and  accounting
services including the services of Adam Ward, Director of the Company ("Griffin Debt"). In addition, Fisher
Corporate Finance ("Fisher") is owed £8,750 for corporate services rendered to the Company ("Fisher Debt").

As  part of the transaction it was agreed that Rivington Street Ventures will purchase the Griffin Debt. It
was  also  agreed that Rivington Street Ventures will convert the total amount of debt into shares  in  the
Company. As a result, Rivington Street Ventures will be issued with 27,900,000 New Ordinary Shares of 0.01p
at a price of 0.5p per share in lieu of the debt and fees owed to it by the Company.

Fisher  will be issued with 10,294,118 New Ordinary Shares of 0.01p at a price of 0.085p per share in  lieu
of  the  Fisher  Debt.  Immediately following the issue of shares, it was  agreed  that  Fisher  will  sell
9,294,118  shares to Rivington Street Ventures and transfer 1,000,000 to Mr. Louis Yerolemou, who  will  be
appointed as a Director of the Company subject to approval at the Annual General Meeting.

Dominic Turnbull, the former Chairman of the Company, will be issued with 3,000,000 New Ordinary Shares  of
0.01p at a price of 0.5p per share in lieu of fees owed to him.

As a result, the total issued share capital of Company will be 126,360,784 ordinary shares of 0.01p.

Following these purchases and subscriptions, Griffin will own 11,529,250 Ordinary Shares representing 9.12%
of  the  issued  share capital. Rivington Street Holdings will own 37,194,118 Ordinary Shares  representing
29.43%  of the issued share capital. Finally, Teresa Maharajh, Chairman of the Company, will own 23,652,200
Ordinary Shares representing 18.71% of the issued share capital.

In  view of the modest capital base of the Company, Resolution 10 seeks the authority to allot shares up to
a  nominal value of £500,000. Resolution 11 seeks authority for the Board to allot such new Ordinary Shares
on a non-pre-emptive basis.

Section 561 of the 2006 Act contains pre-emption rights that require all equity shares which it is proposed
to allot for cash to be offered to existing shareholders in proportion to existing shareholdings, unless  a
special resolution is passed to disapply such rights.  Such rights do not apply to an issue otherwise  than
for  cash,  such  as  an  issue  in  consideration of an acquisition.  The  Directors  believe  that  these
requirements  are  too  restrictive and it is proposed that the Directors should be able  to  allot  shares
amounting to an aggregate nominal amount of £500,000 otherwise than on a pre-emptive basis.

In  each case, the authority conferred shall expire fifteen months after the passing of this resolution  or
at  the  conclusion  of  the  next  annual general meeting of the Company following  the  passing  of  this
resolution,  whichever occurs first.  The new directors intend to raise additional funds  for  the  Company
shortly  after  the  forthcoming  Annual  General Meeting subject to  the  resolutions  being  approved  by
shareholders.


Board Changes
Immediately  following the Completion, the Board will consist of Louis Yerolemou, who will be appointed  to
the Board as Executive Director, and Adam Ward who will assume the role of a Non Executive Director.

Mr.  Yerolemou  qualified  as  a chartered accountant with BSG Valentine. He has  extensive  experience  of
operations  and finance in industries including particularly technology, communications, entertainment  and
resources. His past directorships include Managed Gaming Solutions Plc and BestGames Holdings Ltd. He was a
partner at BSG Valentine, a chartered accountancy practice in London, where he gained investment management
and  corporate  finance  experience.  He has carried out business in various  countries  and  cultures,  in
corporate  environments  ranging from start-ups to established businesses.   He  is  a  director  of  Midas
Equities  Limited  and a non-executive director of Rototec Geothermal Energy Plc as well  as  a  number  of
private companies.

In  addition  to  the  directorship  of  the Company, Louis Yerolemou  holds  or  has  held  the  following
directorships or has been a partner in the following partnerships within the five years prior to  the  date
of this Circular.

 Current Directorships / Partnerships                   Past Directorships
 Bestgames Holdings Limited                             Motion Network Holding Plc
 Friends of Bill Plc                                    Woburn Capital Limited
 Bidfriends Limited                                     Managed Gaming Solutions Plc
 Titania Investments Plc                                Precision One Ltd
 Protege International Limited                          Pal City Limited (Dissolved 05/11/08)
 Midas Equities Limited                                 Kallysto Limited
 Bestpoker.com Ltd                                      Netgames     UK    Limited    (Dissolved
                                                        21/08/2008)
 Bestbet.com Limited                                    Hometv Entertainment Europe Limited
                                                        (Dissolved 19/02/08)
 Rototec Geothermal Energy Plc                          Hometv Entertainment UK Limited
                                                        (Dissolved 13/11/07)
 Bestbet Limited                                        Zeitgeist Productions Ltd (Dissolved
                                                        04/08/10)
                                                        BSG Valentine
                                                        Webster (London) Limited
                                                        PCF Post Heads Limited
                                                        
Mr.  Yerolemou will hold 1,000,000 New Ordinary Shares at price of 0.01p of the Company transferred to  him
as  in  lieu of fees upon Completion. Louis Yerolemou will also receive a success related fee of  4,882,353
New  Ordinary Shares at price of 0.01p if Mr. Yerolemou succeeds in identifying a feasible transaction  for
the Company which will be completed within 9 months of the adjournment of the AGM.

Following Completion Teresa Maharajh will resign from the Board.


Proposed Investment Strategy
The  Company's investment strategy is intended to be a generalist one with no specific sector, national  or
regional focus. The Directors intend to focus on individual investment and acquisition opportunities rather
than build a portfolio of investments.

The  Directors believe that they have corporate management and acquisition experience and intend to utilise
their  skills  and  experience in making acquisitions and applying management  techniques  to  improve  the
performance of any acquisitions.

The Company will seek acquisitions which would generally have some or all of the following characteristics,
namely:
    *       which provide a strategic fit;
    *        which have significant asset or intellectual property value and should have opportunities  for
        consolidation or further development;
    *        where a large part of the consideration could be satisfied by the issue of Ordinary Shares  or
        other securities in the Company; and
    *       where any investment can potentially generate capital uplift for its shareholders.

Such  acquisitions could include companies in which the Directors are shareholders and in  which  they  may
also exercise control, collectively or individually.

On an exceptional basis the Directors will also consider loss-making targets where, in their opinion, there
is a clear opportunity to develop a profitable business


Share certificates
New  share certificates representing the New Ordinary Shares will be issued by first class post at the risk
of  the  Shareholder on or before 15 March 2011 following the Share Capital Reorganisation. No certificates
will be issued in respect of the Deferred Shares. For uncertificated holders, their stock accounts in CREST
will be credited with the New Ordinary Shares on or around 1 March 2011.

Following  the Share Capital Reorganisation share certificates in respect of Existing Ordinary Shares  will
no  longer  be  valid. Subject to the Resolutions being passed, Shareholders will be able to trade  in  New
Ordinary Shares during the period between the passing of the Resolutions and the date on which Shareholders
receive share certificates in respect of the New Ordinary Shares. During this period and pending the  issue
of certificates transfers will be certified against the Company's share register.

If  Shareholders are in any doubt with regard to their current shareholding in Existing Ordinary Shares  or
the  Share Capital Reorganisation, please contact Rivington Street Corporate Finance, on: +44 (0)  20  7562
3373.

The  New  Ordinary Shares will retain the same rights as those currently accruing to the Existing  Ordinary
Shares  under the Company's New Articles of Association, including those relating to voting and entitlement
to dividends.


Repurchase of Deferred Ordinary Shares
Conditional  upon  the passing of the other Resolutions, including those described in the paragraph  titled
"Share  Reorganisation" above, the Company and the holders of the Deferred Ordinary Shares will enter  into
an  agreement  (the "Repurchase Agreement") pursuant to which the holders of the Deferred  Ordinary  Shares
will  agree to transfer (without receiving any payment therefore, in accordance with the New Articles)  all
of  the  Deferred Ordinary Shares held by them to a person designated by the Board.  That designated person
will  then  agree to the Company repurchasing all the Deferred Ordinary Shares to be held by him,  for  one
penny  in  aggregate and following such repurchase, all of the Deferred Ordinary Shares will be  cancelled.
The  repurchase of the Deferred Ordinary Shares will be financed out of the proceeds of the  issue  of  New
Ordinary  Shares.  According to the class rights of the Deferred Ordinary Shares, any member of  the  Board
may be designated the person to sign the Repurchase Agreement on behalf of the holders of Deferred Ordinary
Shares.

General Meeting
A summary of the Resolutions is set out below:

Resolution  1,  which  will be proposed as an ordinary resolution, is to receive and  adopt  the  Company's
annual  report and accounts for the year ended 31 March 2009 and 2010 and the reports of the directors  and
auditors on those accounts;

Resolution 2, which will be proposed as an ordinary resolution, seeks to appoint Welbeck Associates as  the
auditors  of the Company until the next annual general meeting and to authorise the directors to fix  their
remuneration;

Resolution 3, which will be proposed as an ordinary resolution, seeks approval to remove the limit  on  the
Company's ability to issue shares in the capital of the Company;

Resolution  4, which will be proposed as an ordinary resolution and is subject to the passing of Resolution
3,  seeks  approval for the subdivision of each Existing Ordinary Share into 1 New Ordinary Share of  0.01p
each and 1 Deferred Ordinary Share of 0.24p each;

Resolution 5, which will be proposed as an ordinary resolution and is subject to the passing of Resolutions
3 and 4, seeks approval for the proposed Investment Strategy;

Resolution 6, which is proposed as an ordinary resolution and is subject to the passing of Resolutions 3 to
5, seeks approval for the re-appointment of Adam Ward as a Director of the Company;

Resolution 7, which will be proposed as an ordinary resolution and is subject to the passing of Resolutions
3 to 6, seeks the approval for the appointment of Louis Yerolemou as a Director of the Company;

Resolution 8, which will be proposed as a special resolution and is subject to the passing of Resolutions 3
to 7, seeks approval to change the name of the Company to "Etaireia Investments Plc";

Resolution  9, which will be proposed as a special resolution, seeks approval for the adoption of  the  new
Articles of Association of the Company;

Resolution  10,  which  will  be  proposed as an ordinary resolution and  is  subject  to  the  passing  of
resolutions 4 to 9, seeks to grant the Directors authority to allot New Ordinary Shares in the  capital  of
the Company;

Resolution  11, which will be proposed as a special resolution and is subject to the passing of resolutions
4  to  10,  seeks  to grant the Directors the power to disapply statutory pre-emption rights  over  certain
shares; and

Resolution  12, which will be proposed as a special resolution and is subject to the passing of Resolutions
4  to  11,  seeks  approval for the Company to enter into a contract to re-purchase the  Deferred  Ordinary
Shares for the sum of 1 penny.

The Directors of the issuer accept responsibility for this announcement.

                                                 --ENDS--
AQUARIUS MEDIA PLC
Registered No. 06138814

Enquiries:

Aquarius Media plc:
Teresa                   Tel: 0845 225 1500

Rivington Street Corporate Finance Ltd
Eran Zucker         Tel: +44(0)20 7562 3373
Eran@rs-cf.com

Contact Information

  • Aquarius Media plc